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Faculty Hand Book

2015 - 2016

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Dear Colleagues, It is with great pleasure that we present you with the Faculty Hand Book for 2015/2016. In its present form this manual integrates most of the material that faculty may need to refer to in one single document. Not all policies and procedures are integrated in the current manual; it is instead a hybrid mix of copied material and referrals to the web page. The material on Faculty Governance that is of particular importance to faculty is covered under Chapters II and III that include the recently approved Faculty bylaws and the Senate Constitution and Senate Bylaws. We hope that we have succeeded in the quest to provide you with an up-to-date , well organized and neatly presented manual that is both thorough and user friendly. Office of the Provost March 2016

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TABLE OF CONTENTS LAU Mission Values and Vision P. 4 I Useful Information on LAU web page P. 5 II University Constitution & Bylaws P. 7 II-1 Constitution of the Lebanese American University P. 7 II-2 Bylaws of the Lebanese American University P. 10 III Faculty Bylaws of the Lebanese American University and Faculty Senate Constitution.

P. 24

IV Faculty Senate By-Laws P. 42 V University Organizational Chart P. 45 VI University Policies of Immediate Concern to Faculty P. 47 VI-1 Code of Ethics P. 47 VI-2 Academic Affairs Policy P. 50 VI-3 Personnel Policy – Faculty Section P. 53 VI-4 Personnel Policy – Benefits Section P. 61 VII Faculty Promotion and Development P. 70 VII-1 Promotion Criteria and Guidelines for Evaluation VII-2 Promotion Criteria for Pharmacy Practice

P. 70 P. 80

VII-3 Application Form for Promotion to the rank of Associate Professor with Limited Tenure

P. 87

VII-4 Application Form for Promotion to the rank of Full Professor P. 90

VII-5 Research Council Guidelines P. 93 URC Rules and Procedures P. 94

VII-6 Guidelines for Applying to Faculty Development Funds P. 99 VIII Other Important Information P.101 IX Research and Teaching Awards P.102 IX-1 Research Award P.102 IX-2 Teaching Awards P.104 X University Procedures P.108 X-1 Procedure to Recruit New Faculty P.108 X-2 Travel Procedure P.111 X-3 Procurement Procedure P.117 X-4 University Budgets, Roles, Responsibilities, Procedures P.118 XI Composition of Faculty Senate 2013-2014 P.119 XII Composition of University Councils and Committees P.120 XIII Composition of Campus Councils P.124 XIV Composition of Academic School Councils and Committees P.125 XV Academic Officers 2013-2014 XVI Full-Time Faculty 2013-2014

P.126 P.129

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LAU MISSION, VALUES, AND VISION LAU Mission

Lebanese American University is committed to academic excellence, student-centeredness, the advancement of scholarship, the education of the whole person, and the formation of students as future leaders in a diverse world.

LAU Values

In both planning for its future as well as conducting its ongoing daily activities, LAU seeks to act in a manner that is guided by a deep-rooted sense of shared ethical values and aspirations. Built upon this foundation, Lebanese American University:

• Draws its fundamental inspiration from the devotion of its Presbyterian Founders to always seek the Truth, respect human dignity, promote gender equality, and be inclusive;

• Provides educational opportunities as one university with multiple campuses, each with distinctive gifts and attributes;

• Commits to academic and service excellence throughout the institution; • Demonstrates dignity and respect for and from the Board, faculty, staff and students

in word and in deed; • Celebrates the accomplishments and contributions of all members of the LAU

community; • Succeeds because its people take pride of ownership and are held accountable for

their actions; • Works together as an extended family community that reflects the highest ethical and

moral standards; • Enables individuals to find their own spiritual and personal fulfillment while ever

sensitive to the changing global village in which they live; • Promotes social connectedness of the students to the country of Lebanon; and

encourages their commitment to social justice and democracy.

LAU Vision

The Vision of Lebanese American University is driven by its mission and values. The Vision for LAU will be carried out through:

• Providing access to a superior education for diverse undergraduate and graduate students and lifelong learners;

• Attracting and retaining distinguished faculty who excel in teaching, research and community service;

• Enrolling and retaining academically qualified and diverse students; • Embracing liberal arts in all curricula; • Creating opportunities for rigorous research and the dissemination of knowledge; • Developing a close-knit community that excels academically, is intellectually

stimulating, and is religiously, ethnically and socio-economically diverse; • Attracting and retaining a highly qualified staff committed to excellence in service; • Fostering collaboration across the University in teaching, learning, research and

service; • Providing a state-of-the-art infrastructure and support services that will enrich the

student, faculty and staff experience; • Developing world citizens with a deep sense of civic engagement; • Promoting the values of peace, democracy and justice.

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I USEFUL INFORMATION ON LAU WEB PAGE

All Policies and Procedures posted on LAU webpage may be reached directly by the following links. Links printed in bold are included in full in the present manual.

Administration

1. University policies2. University procedures3. Administrative forms4. Index of offices and services5. Councils and committees6. Minutes of councils and committees7. The Faculty Senate8. Human Resources Study

University Policies

• Constitution and Bylaws• Faculty Bylaws• Faculty Governance• Academic Affairs Policy• Access to University Records Policy• Admissions Policy• Code of Ethics• Computer and Network Policy• Confidentiality Policy• Conflict of Interest Policy• Copyright and Patent Policy• Policy on the Development of Policies• Facilities and Services Policy• Financial Policy• Financial Aid Policy• Fraud Policy• Grievances Policy• Staff Grievance Procedures• Student Grievance Procedures• Human Subjects Policy• Information Security Policy• Investment Policy• Media & Public Relations Policy• Personnel Policy – Faculty Section• Personnel Policy – Staff Section• Personnel Policy – Benefits Section• Planning Policy• Purchasing Policy• Record Retention Policy• Rights & Responsibilities Policy• Sexual Harassment Policy• Student and University Policy

http://www.lau.edu.lb/about/governance-policies/policies/http://www.lau.edu.lb/about/governance-policies/procedures/http://www.lau.edu.lb/faculty-staff/administration/forms/http://www.lau.edu.lb/offices-services/http://www.lau.edu.lb/about/governance-policies/councils-committees/https://csglau.lau.edu.lb/hocm/http://facultysenate.lau.edu.lb/http://hr.lau.edu.lb/employment/job-classification-system.phphttp://www.lau.edu.lb/about/governance-policies/constitution-bylaws/constitution.pdfhttp://www.lau.edu.lb/about/governance-policies/constitution-bylaws/lau_bylaws.pdfhttp://www.lau.edu.lb/about/governance-policies/constitution-bylaws/faculty_bylaws_of_lau.pdfhttp://www.lau.edu.lb/about/governance-policies/constitution-bylaws/faculty_governance.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/academic_affairs_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/access_to_university_records_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/admissions_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/code_of_ethics.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/computer_network_policy.pdfhttp://www.lau.edu.lb/governance-policies/policies/confidentiality_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/conflict_of_interest.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/copyright_patent_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/policy_on_the_development_of_policies.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/facilities_services_ policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/financial_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/financial_aid_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/fraud_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/grievance_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/staff_grievance_procedures.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/student_grievance_procedures.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/policy-for-institutional-review-board.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/information_security_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/investment_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/media_public_relations_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/personnel_policy_faculty_section.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/personnel_policy_staff_section.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/personnel_policy_benefits_section.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/planning_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/purchasing_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/record_retention_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/rights_responsibilities_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/harassment_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/student_university_policy.pdf

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• Student Code of Conduct • Student Code of Ethics • University Advancement Policy • USC-GSC Bylaws

University Procedures

• Financial Aid and Scholarship Procedure • Procurement Procedure • Student Employment • Staff Grievance Procedures (PDF) • Student Grievance Procedures (PDF) • Travel Business Procedure • University Budgets – Roles, Responsibilities and Procedures (PDF)

Strategic Plan at: http://www.lau.edu.lb/strategicplanning/lau_sp_20112016.pdf

http://www.lau.edu.lb/about/governance-policies/policies/student_code_of_conduct.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/student_code_of_ethics.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/university_advancement_policy.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/usc-gsc-bylaws.pdfhttp://www.lau.edu.lb/about/governance-policies/procedures/faid-procedure.phphttp://www.lau.edu.lb/about/governance-policies/procedures/procurement-procedure.phphttp://www.lau.edu.lb/about/governance-policies/procedures/student-employment.phphttp://www.lau.edu.lb/about/governance-policies/policies/staff_grievance_procedures.pdfhttp://www.lau.edu.lb/about/governance-policies/policies/student_grievance_procedures.pdfhttp://www.lau.edu.lb/about/governance-policies/procedures/travel-procedure.phphttp://www.lau.edu.lb/about/governance-policies/procedures/budget2012.pdfhttp://www.lau.edu.lb/strategicplanning/lau_sp_20112016.pdf

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University Constitution II UNIVERSITY CONSTITUTION AND BYLAWS II-1 CONSTITUTION OF LEBANESE AMERICAN UNIVERSITY

Adopted by the Board of Trustees June 6, and 7, 2003 Effective June 8, 2003

Amended September 25, 2004 Amended May 12, 13 & 14, 2005 Amended March 9 & 10, 2006

Amended September 14 & 16, 2006

Preamble This Constitution is in full conformity with the Charter granted by the Board of Regents of the University of the State of New York and the Education Law of both the State of New York and the Republic of Lebanon. Article I. Name and Location The name of the University shall be Lebanese American University, a not-for-profit institution of higher education (benevolent, charitable, literary and scientific), recognized by the Ministry of Education of the Republic of Lebanon and chartered by the Board of Regents of the University of the State of New York in the United States of America. It has three locations, Beirut, Byblos and Sidon, Lebanon and its mailing address is P.O. Box. 13-5053, Beirut, Lebanon. Article II. Purpose In fulfillment of the Charter, the purpose of the University shall be to extend to students of the Middle East on a non-discriminatory basis an opportunity for higher education under the conditions acceptable to the culture and needs of the area while ensuring the Christian and liberal arts character of the University in accordance with the heritage of its Presbyterian founders. Article III. Educational Program The educational program of the University shall include four-year study programs leading to the Bachelor of Arts and Bachelor of Science degrees, five-year programs leading to professional degrees in Architecture, Engineering and Pharmacy, two-year study programs leading to the Associate in Arts and Associate in Applied Science degrees, and such special certificate courses and programs as may from time to time be designed to meet the specific needs of the Middle East. Graduate programs leading to the Master’s degree and Doctor of Philosophy are conducted in a selected number of disciplines. Article IV. Organization

a. Board of Trustees 1. Membership -- The Board of Trustees (“BOARD”) shall consist of twenty-five (25)

members, an odd number as provided in the Charter. At least two-thirds of the BOARD must be United States citizens. The majority of the BOARD must be United States citizens who maintain their permanent residence in the United States, including at least one resident of the State of New York. The BOARD shall also include two members of the Presbyterian Church of the United States of America (“PCUSA”), and two members of the National Evangelical Synod of Syria and Lebanon (“Synod”). The BOARD shall be a free standing, self-perpetuating body and shall elect its members in three classes with three-year terms to ensure continuity of membership. In addition to the twenty-five (25) voting members of the BOARD, the President of the University, a representative of the Worldwide Ministries Division of the PCUSA, the General Secretary of the Synod, the Chairman of the Board of International Advisors and the Chair of the Faculty Senate shall serve as ex-officio members of the BOARD without vote.

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In the event that the Board membership is to exceed 25, an additional PCUSA member of American citizenship shall be nominated by the PCUSA, after consultation with LAU.

2. Duties -- In accordance with the Charter, responsibility to the Board of Regents of the

University of the State of New York for the University is vested in the BOARD for the University’s basic policies, for the academic standing of the University, for the acquisition, use and disposal of property, and for the election and appointment of the President of the University.

3. Executive Committee – The Executive Committee shall consist of the Chair, the Vice-

Chair, and the Secretary and all the Chairs of the Standing Committees of the BOARD, and one (1) ex-officio member of the Board of International Advisors without vote. In the event that the Executive Committee does not have a Synod member as a voting member, then the ex-officio member of the Executive Committee shall be a Synod member from the Board of International Advisors. The Chair of the BOARD shall act as Chair of the Executive Committee. The President of the University shall serve as an ex-officio member of the Executive Committee, without vote. At no time shall the Executive Committee consist of fewer than five (5) Trustees with vote.

4. Committees - In addition to the Executive Committee, the BOARD shall have eight (8)

Standing Committees, namely, nominating, planning and administration, investment, academic affairs, student development and enrollment management, audit, compensation/legal, and university advancement. Each committee shall consist of at least three (3) Trustees.

5. Address -- The principal office of the BOARD shall be 475 Riverside Drive, New York,

New York 10115.

b. Board of International Advisors 1. Purpose -- The Board of International Advisors shall act as an advisor to the BOARD

and the Executive Committee of the BOARD on policies of the University. The Board of International Advisors serves an important and integral function in the life of the University. The Board of International Advisors will be comprised of individuals of distinction who will bring their considerable talents, experience and wisdom to assist in furthering the mission of the University.

The Board of International Advisors is charged with enhancing the visibility and reputation of the University. It shall serve as a critical resource and will provide in an advisory capacity input and guidance to the Board of Trustees, President, and senior management on matters relating, but not confined to:

Academic Programming, particularly cross-border and jointly sponsored academic programs; Development and advancement, particularly the identification of new sources of giving; Alumni Relations; Community Relations; and Recruitment.

2. Membership -- The Board of International Advisors shall consist of up to twenty-five

(25) members as follows: two (2) members appointed by the Nominating Committee of the BOARD and the Chair and Vice-Chair of the Board of International Advisors from nominees selected by the Synod; the President of the Alumni Association; and the remaining twenty-two (22) members appointed by the Nominating Committee of the BOARD and the Chair and Vice-Chair of the Board of International Advisors. The Board of International Advisors shall be appointed in three classes with three-year terms to ensure continuity of membership.

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3. Committees -- The Board of International Advisors may designate one or more ad hoc committees, each committee to consist of three (3) or more members of the Board of International Advisors.

4. Meetings -- The Board of International Advisors shall meet semi-annually and additionally upon the written request of at least three (3) voting members. A quorum of the Board of International Advisors shall consist of a majority of the actual filled seats. Notice and agenda of a proposed meeting of the Board of International Advisors shall be given to the members at least 30 days prior to the date of such meeting.

5. Officers -- The Board of International Advisors shall have three (3) officers: the Chair, the Vice-Chair, and a Secretary, all of whom shall be elected for one three-year term or until the end of the officer’s term on the Board of International Advisors, whichever is less. It shall be the duty of the Chair to preside over all meetings, and the duty of the Vice-Chair to serve in the Chair’s absence; the Secretary shall keep a record of all meetings and actions.

c. Faculty 1. Membership -- The Faculty shall consist of the teaching personnel, the major

administrative officers, and the professionally trained University librarians.

2. Duties -- The Faculty shall be responsible for maintaining the academic standards and program of the University within its established policies.

Article V. Meetings of BOARD The BOARD shall meet semi-annually and when called by its Chair or upon the written request of three Trustees. A quorum of the BOARD shall consist of a majority of the actual filled seats, discounting any vacancies. BOARD members, who miss more than two consecutive semi-annual meetings of the BOARD without a compelling reason as determined by the Executive Committee of the BOARD, will lose their BOARD membership. Notice and agenda of a proposed meeting of the BOARD shall be given to the members at least 30 days prior to the date of such meeting. Article VI. Officers of BOARD The BOARD shall have three (3) officers: the Chair, the Vice-Chair, and a Secretary, all of whom shall be elected for one three-year term or until the end of the officer’s term as Trustee, whichever is less. It shall be the duty of the Chair to preside over all meetings, and the duty of the Vice-Chair to serve in the Chair’s absence; the Secretary shall keep a record of all meetings and actions, and carry on official correspondence. Article VII. Amendments Amendments to the Constitution, which are consistent with the Charter, may be made only by an affirmative vote of two-thirds of the voting membership of the BOARD. If such a majority is not secured, a second meeting should be called after a minimum of thirty (30) days, and at the second meeting the BOARD may pass the same amendments to the Constitution discussed at the first meeting by a majority of the voting membership of the BOARD. Article VIII. Validity of Remaining Provisions If any provision of this Constitution shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and effectiveness of the remaining provisions shall not be affected. Article IX. Repeal of Previous Constitutions All previous Constitutions of Beirut University College and/or Lebanese American University are hereby repealed, and the foregoing Constitution is effective as of June 8, 2003.

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University Bylaws II-2

BYLAWS OF LEBANESE AMERICAN UNIVERSITY Adopted by the Board of Trustees June 6, and 7, 2003

Effective June 8, 2003 Amended September 25, 2004

Amended May 12, 13 & 14, 2005 Amended March 9 & 10, 2006

Amended September 14 & 15, 2006 Amended March 8 & 9, 2007

Amended March 24 & 25, 2011 Amended March 23 & 24, 2012

Lebanese American University is a not-for-profit institution (benevolent, charitable, literary and scientific) organized and operated exclusively for educational purposes, and no officer, employee, or any individual related to the institution shall receive, or be entitled to receive, any pecuniary profit from the operations thereof, except reasonable compensation for services under policies approved by the Board of Trustees. Article I. Board of Trustees I-A. Membership The Board of Trustees (“BOARD”) shall consist of twenty-five (25) members, an odd number as provided in the Charter. At least two-thirds of the BOARD must be United States citizens. The majority of the BOARD must be United States citizens who maintain their permanent residence in the United States, including at least one resident of the State of New York. The BOARD shall also include two members of the Presbyterian Church of the USA (“PCUSA”), and two members of the National Evangelical Synod of Syria and Lebanon (“Synod”). The BOARD shall be a free standing, self-perpetuating body and shall elect its members in three classes with three-year terms to ensure continuity of membership. In addition to the twenty-five (25) voting members of the BOARD, the President of the University, a representative of the Worldwide Ministries Division of the PCUSA, the General Secretary of the Synod, the Chairman of the Board of International Advisors and the Chair of the Faculty Senate shall serve as ex-officio members of the BOARD without vote. In the event that the Board membership is to exceed 25, an additional PCUSA member of American citizenship shall be nominated by the PCUSA, after consultation with LAU. I-B. Terms of Office for the BOARD Terms of office shall be for three years with members elected to one of three classes. A member may be re-elected for one consecutive three-year term. After serving two, three-year terms, members shall be ineligible for reelection for at least one year. BOARD members may continue their service as non-voting Emeritus members for life if they have served a total of ten years and if so elected by the BOARD. Persons elected to fill terms of one year or less shall be eligible to serve two additional consecutive three-year terms, while persons elected to fill terms in excess of one full year shall be eligible to serve for only one additional consecutive term of three years.

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I-C. Qualifications for Membership to the BOARD Members of the BOARD shall be selected on the basis of the leadership they can potentially give the University based on their record of performance in their chosen profession or occupation. The BOARD shall be composed of people who command respect; who shall be willing to serve the University within the framework of its purpose; and who can contribute to University development matters. Members of the BOARD are generally expected to cover their own expenses in attending BOARD meetings; in exceptional cases the organization nominating a BOARD member or the University may cover the expenses of such nominee. I-D. Nomination to the BOARD All nominations to the BOARD shall be made by the Nominating Committee. In any year in which there is a vacancy in a PCUSA or a Synod position on the BOARD, before the meeting of the BOARD held in the United States, the Nominating Committee of the BOARD shall receive from the PCUSA and the Synod nominations of two names for either vacant position. The Nominating Committee shall submit to the BOARD one of those names for the PCUSA or the Synod vacant position. The Nominating Committee shall also submit to the BOARD for its consideration a slate of officers and new BOARD members whose terms shall begin in the ensuing year. The Nominating Committee shall nominate for membership on the BOARD only those candidates who have indicated their willingness to serve; who meet the general requirements with regard to occupational and constituency distribution; who meet the leadership qualifications of paragraph I-C above; who will give balance and continuity of leadership to the class for which nominated; who have been interviewed by at least two members of the Committee or by an officer of the BOARD or by the President of the University; and for whom a complete résumé is available for inspection by all members of the BOARD at least one week before the election is held. There shall be no nominations from the floor. Vacancies for unexpired terms shall be filled by the same procedure used for filling regular term nominations and shall normally be filled at the stated meeting of the BOARD held in the United States. I-E. BOARD Elections Election of members of the BOARD, Officers, and Chairs of Standing Committees shall be by secret ballot and shall take place at the stated meeting of the BOARD held in the United States. To be elected, a candidate must receive a majority vote of the voting membership of the BOARD. Terms of office of new members shall begin on the first day of October of the election year. The composition of the Executive Committee shall be announced at the same meeting. Article II. Duties of the BOARD II-A. General Duties of the BOARD The BOARD shall be responsible for seeing that the purpose of the University is met organizationally, administratively, educationally, spiritually, socially, financially, that adequate facilities are provided, and that a policy framework is established within which the program of the University can be developed and administered by the staff. The BOARD shall have the following prime functions: 1. Leadership - the BOARD shall utilize its unique position:

a. To select and support or remove the President of the University; b. To ensure that an adequate statement of mission and purpose be established; c. To assure that an adequate long range plan for the University is developed; and d. To assume personal responsibility for assisting in the fund-raising activities of the University

through personal giving, through developing contacts with other donors, and through a willingness to persuade others to become donors.

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2. Stewardship - the BOARD shall oversee the performance of the management of the University: a. To ensure that the institution utilizes the resources at its disposal to further its mission and

purposes; and b. To ensure that assets are managed effectively and there are adequate safeguards to protect

the future of the University. 3. Audit -- the BOARD shall serve in an evaluation capacity in applying external standards to the performance of the institution:

a. To judge the academic standards of the faculty against the standards for the type of institution to which it belongs utilizing outside specialists as necessary;

b. To evaluate the financial health of the institution through the traditional annual audit and through comparative data from other institutions; and

c. To devise means of assessing the management performance of the administrative staff utilizing outside consultants when necessary or by redefining the annual audit to include management auditing.

II-B. Selection of the President The BOARD shall meet to elect the President of the University. The term of office for the President shall normally be for four years subject, however, to a formal review after three years by a committee of the BOARD. Appointment for additional terms of up to four years per term may be made by agreement of a majority of the voting membership of the BOARD. The procedure for selection of the President shall be:

1. The BOARD shall designate the Presidential Search Committee composed of at least six voting BOARD members including the Chair and Vice-Chair, plus one additional member elected from each of the following: the Alumni Association, the Faculty, and the Board of International Advisors.

2. This Committee shall request the names of candidates from other members of the BOARD, the Faculty, the Alumni Association, the related churches, from other educational institutions, and may also seek assistance of professional firms.

3. Any BOARD member may submit nominations to the Presidential Search Committee up to the deadline set by the Committee, but no nominations will be accepted from the floor during elections.

4. The Committee shall select one name from among those nominated and present that name with an accompanying résumé to the BOARD at least one month prior to the meeting of the BOARD set for the final selection.

5. The election shall be held by a secret ballot. To be elected, a candidate must receive at least a two-thirds vote of the members of the BOARD present at a duly constituted meeting provided that such vote is equal to or exceeds a majority of the voting membership of the BOARD. Trustees shall not be authorized to vote by proxy. If the required majorities are not achieved, the Presidential Search Committee shall be reconvened and the process repeated.

II-C. Removal of the President The President may be removed from office only by vote of two-thirds of the Trustees present at a duly constituted meeting, provided that such vote in favor of removal is equal to or exceeds a majority of the voting membership of the BOARD. II-D. Approval of Administrative Officers and Faculty The BOARD shall act on the appointment of the Vice Presidents and the General Counsel upon the recommendation of the President. These officers will serve at the pleasure of the President, for a term of four years, subject to favorable yearly reviews. The term of appointment may be renewed upon the consent of all involved parties. Also, and upon the recommendation of the President, the Board shall approve the appointment of the Deans whose term of appointment shall normally be for four years, subject to favorable yearly reviews. The Director of Internal Audit shall be appointed based on the recommendation of the President and the Audit Committee and then the approval of the BOARD. The

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BOARD shall also approve all long-term appointments, promotions and long-term leaves of faculty members, upon the recommendation of the President of the University. II-E. Other Approvals The BOARD shall approve the long-range plan, the income budget, the expense budgets of all funds, non-budgeted expenditures, inter-fund transfers, changes in fees, changes in salary schedules, changes in the total number of employees, and the acquisition, use or disposal of all assets including funds, lands, buildings or major pieces of equipment. Article III. Meetings of the Board III-A. Stated Meetings The BOARD shall hold two stated meetings each year. III-B. Special Meetings Special meetings of the BOARD may be called by the Executive Committee of the BOARD, or upon the written request of three voting members of the BOARD. Notice and agenda of such meeting must be given at least 30 days in advance of such a meeting. Emergency meetings of the BOARD may be called by its Chair with less notice if the nature of the emergency justifies such action. III-C. Quorum for the Board of Trustees A quorum of the BOARD shall consist of a majority of the actual filled seats, discounting any vacancies. Trustees may participate in and act at any meeting of the BOARD through the use of a conference telephone or other similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. Trustees shall not be authorized to vote by proxy. III-D. Executive Sessions of the Board of Trustees An Executive Session during a meeting of the BOARD shall be defined as a meeting of the voting members of the BOARD with the understanding that the President of the University will also attend all Executive Sessions of the University except when his own personal relationship to the University is under consideration. III-E. Meeting Place The BOARD shall hold at least one of the stated meetings per year in the United States. The other stated meeting of the BOARD each year shall, if possible, be held in Lebanon, at one of the campuses of the University, unless the BOARD decides to meet outside of Lebanon from time to time. Article IV. Officers of the BOARD The officers of the BOARD shall be the Chair, the Vice-Chair, and Secretary of the BOARD. Such officers shall be elected for one three-year term or until the end of such officer’s term as Trustee, whichever is less. Elections of officers shall take place at the stated meeting of the BOARD held in the United States. IV-A. Chair of the BOARD The Chair shall preside over meetings of the BOARD, and shall perform the usual duties of the presiding officer. The Chair shall have the right to vote on all questions on which a vote is taken and shall perform the duties of the Chair’s office as instructed by the BOARD. The Chair shall normally be a member and the Chair of the Nominating Committee, the Presidential Search Committee, and the Executive Committee. IV-B. Vice-Chair of the BOARD The Vice-Chair shall perform the duties of the Chair in the Chair’s absence or at the Chair’s request and such other duties as may be assigned from time to time. The Vice-Chair shall normally be a

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member of the Nominating Committee, the Presidential Search Committee, and the Executive Committee. IV-C. Secretary of the BOARD The Secretary shall normally be a member of the Executive Committee of the BOARD. The Secretary shall assume responsibility for the accurate recording and distribution of the minutes of the BOARD and Executive Committee meetings, for notifying the BOARD members of the time, place and agenda of all regular and special meetings of the BOARD and the Executive Committee (the Secretary may delegate these duties, but not the responsibility, to one or more members of the Administration). IV-D. Additional Officers Additional officers such as an Assistant Secretary or an additional Vice-Chair may be elected by the BOARD to serve the needs of the University and meet the responsibilities of the BOARD. Article V. Executive Committee of the BOARD V-A. Membership The Executive Committee shall consist of the Chair, the Vice-Chair, and the Secretary and all the Chairs of the Standing Committees of the BOARD, and one (1) ex-officio member of the Board of International Advisors without vote. In the event that the Executive Committee does not have a Synod member as a voting member then the ex-officio member of the Executive Committee shall be a Synod member from the Board of International Advisors. The Chair of the BOARD shall act as Chair of the Executive Committee. The President of the University shall serve as an ex-officio member of the Executive Committee, without vote. At no time shall the Executive Committee consist of fewer than five (5) Trustees with vote. Teleconference meetings, where all participants can communicate with each other, are permitted. No member may serve on the Executive Committee for more than three (3) consecutive years. V-B. Duties and Ground Rules of the Executive Committee of the BOARD

1. The presence of five voting members of the Executive Committee shall be considered a quorum.

2. Between meetings of the BOARD, the Executive Committee shall meet as necessary, shall perform the usual functions of an Executive Committee, shall see that the policies and programs of the BOARD are implemented, and shall exercise all powers of the BOARD which are neither inconsistent with the Constitution or By-Laws and policies of the BOARD itself, New York law, nor with the delegated responsibilities of the Standing Committees of the BOARD. All actions of the Executive Committee are subject to the review and control of the BOARD.

3. Any member of the BOARD who is not a member of the Executive Committee may attend any meeting of the Executive Committee and take part in the discussions, but cannot vote.

4. The agenda and minutes of all Executive Committee meetings shall be circulated to all members of the BOARD.

5. The Executive Committee shall sit in Judicial Session for matters pertaining to dismissal of any faculty or staff member and other matters of major importance to the University upon appeal through the President from individuals through the appropriate Council and/or through the President’s Cabinet.

6. Any action of the Executive Committee may be challenged by the written petition of 5 members of the BOARD. In case of challenge, such action will be suspended pending review by the full BOARD at its next regular or special meeting. In cases where a delay in the action in question would be considered by the Executive Committee to be detrimental to the interests the University, the action may be carried out by the Executive Committee; upon completion of full discussion of the action by the BOARD any reversal of the vote of the Executive Committee will be regarded as a vote of censure.

7. Members of the Executive Committee may participate in and act at any meeting of the Executive Committee through the use of a conference telephone or other similar

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communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Article VI. Standing Committees of the BOARD The BOARD shall constitute the following Standing Committees from among members of the BOARD to carry out the following responsibilities. The administrative officer listed opposite each Committee will meet with that Committee, serve as its secretary, and coordinate its activities with the work of the appropriate University Councils and staff members. Each Standing Committee shall elect a Chair from among its members for a term of three years or until the end of such member’s BOARD term, whichever comes first. Nominating Committee President Planning & Finance Committee Vice President for Human Resources & University

Services. Audit Committee Director of Internal Audit Investment Committee Vice President for Finance University Advancement & Relations Committee Vice President for University Advancement Academic Affairs Committee

• Academic Affairs Sub-Committee: Health Services Sub-Committee

Provost Provost, General Counsel, and Vice President for Finance

Student Development & Enrollment Management Committee

Vice President for Student Development and Enrollment Management.

Legal & Compensation Committee

General Counsel

Committee assignments shall be recommended by the Chair of the BOARD after consultation with the President and approval by the Nominating Committee for final BOARD approval during its meeting in the United States. Normally, a Chairperson of a Committee may not serve in said capacity for more than three (3) consecutive years. Minutes of all Committee meetings are to be recorded and presented for review at the next meeting of the BOARD. VI-A. Nominating Committee: The Nominating Committee shall be elected by the BOARD upon the recommendation of the Executive Committee of the BOARD. The duties and procedures of the Nominating Committee are set forth in Article I-D above. The Chair of the BOARD shall be the Chair of the Nominating Committee. VI-B. Planning and Finance Committee: This Committee shall be responsible to the BOARD for the development and subsequent modification of Board policies covering program planning, finance, facilities and personnel, the review of the analytical studies, which are the basis for changes in fees and/or changes in number of staff personnel, and the review of planning studies to determine the land, buildings, and major equipment needed by the University in the future. Planning:

1. Reviewing proposed additions of and accepting new facilities 2. Reviewing proposed additions and renovations of existing facilities 3. Evaluating appropriate utilization of existing available space, taking into consideration master

plans, infrastructure, traffic, parking, appropriate land use, and the effect upon overall University operations

4. Including facilities of direct support organizations (DSOs), health service support organizations (HSOs), and other affiliated corporations of the University

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5. Reviewing and approving the Campus Master Plan 6. Ensuring the maintenance of an appropriate capital structure

Finance:

1. Providing direction for the entire Board for fiscal responsibility 2. Regularly reviewing the organization’s revenues and expenditures, balance sheet 3. Approving the annual budget and submitting it to the full Board for approval 4. Approving the Capital Budget and recommending its approval to the Board 5. Approving financial long-term plans and recommending them for approval to the Board

VI-C. University Advancement Committee This Committee shall be responsible to the BOARD for:

1. The development and subsequent modification of the board policy covering advancement, relations and public information.

2. The public information program designed to inform and to enthuse the various constituencies of the University in order to attract the desired students, friends and funds in support of the University programs.

3. The relations program of the University with high schools, alumni, parents, churches and governments.

4. The advancement program of the University includes Alumni relations, development, which is especially concerned with fundraising, and information and public relations.

VI-D. Academic Affairs Committee This Committee shall be responsible to the BOARD for maintaining academic standards acceptable to the board of Regents of the University of the State of New York and to the Ministry of Education of the Republic of Lebanon and for:

1. The development and subsequent modification of the BOARD policy of academic affairs. 2. The total educational program of the University including curriculum design, calendar

experimentation, teaching standards, research expectations, service work by faculty, sabbatical and tenure programs, faculty retention and renewal, internal and external academic standards, academic services, learning aids and Library services.

• Academic Affairs Sub-Committee: Health Services Sub-Committee

This Sub-Committee oversees all issues related to medical education and facilities which are owned by LAU, or in which LAU has a vested interest:

Ø The Sub-Committee receives periodic reports on the above from the Administration, based on which it prepares its recommendation to the Board through the Academic Committee on strategic directives and the implementation and fulfillment of the overall mission of medical education and related facilities.

Ø Members of the Sub-Committee are also asked to opine on strategic alliances, partnerships, or affiliations that the University or its related health facilities are contemplating.

Ø The Sub-Committee also examines and monitors the overall development of the area under its jurisdiction to ensure proper progress as per the directives and strategic guidance mandated by the Board.

Ø The Sub-Committee will also oversee the financial viability and feasibility of the existing facilities and any intended expansion.

Ø The Sub-Committee, and in close collaboration with the LAU Health Foundation, will assist the University in its efforts to raise funds and establish connections and alliances that are essential for the advancement and furtherance of the University’s mission, particularly in relation to its medical education and related facilities.

Ø The Sub-Committee also serves whenever required on adhoc committees to further its mission and goals.

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VI-E. Student Development and Enrollment Management Committee This Committee shall be responsible to the BOARD for:

1. The development and subsequent modification of the BOARD policy covering student and University life and other enrollment management matters with special attention given to the rights, privileges and responsibilities of students and other university constituents in the promotion of a healthy university community.

2. The development and subsequent modification of the BOARD policies covering admissions, financial aid, and extra-curricular activities.

3. The evaluation of the implementation programs designed to enrich intellectually, socially and spiritually the life of students, faculty and other members of the University community.

4. The interpretation of what a church-related liberal arts University is and can become to all University constituencies in terms of freedoms and responsibilities in the furthering of social and spiritual development for the individual and the community.

VI-F. Audit Committee The Audit Committee shall consist of no less than four Trustees. No member of the Audit Committee may engage in any business dealing with the University for two years prior to his/her service on the Audit Committee, during service or two years after service on the Audit Committee. The Committee shall meet at least twice a year, prior to scheduled meetings of the BOARD. In general, the Committee shall oversee the University's system of internal control and financial practices. Specific Responsibilities

1. To recommend the selection and compensation as well as the retention or termination of the university's external auditors.

2. To review the external auditor's scope and audit plan. 3. To review and discuss with management and the external auditors the financial statements

and the results of the audit. 4. To meet with representatives of the external auditors, the internal auditor and the Vice

President for Finance and others as appropriate in order to make appropriate recommendations to the BOARD.

5. To report to the full BOARD on the adequacy of internal control over financial and administrative transactions.

6. To ensure that matters of noncompliance with University Policies, Generally Accepted Accounting Principles (GAAP), regulations and law are resolved.

7. To review and approve the annual plan of the internal auditor. 8. To receive periodic status reports from the University's internal auditor on internal audit

activities, including accomplishments of the annual plan, major deviations and significant audit findings. (The Director of Internal Audit shall provide the President and other administrators, as appropriate, with the results of the audits and reports and shall seek their input and comments.)

9. To oversee administration of the University’s policy on conflicts of interest. VI-G. Investment Committee The Investment Committee is responsible to the BOARD for:

1. Review and recommend investment policies for all available funds of the University. Policies should address key issues such as: asset allocation objectives, acceptable risk levels, total return objectives and spending rates. These policies will be set in the context of an overall financial plan consistent with the overall objectives of the University.

2. Review and recommend investment guidelines relating to such areas as eligible investments, diversification and concentration restrictions, and performance objectives for specific managers’ portfolios.

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3. Recommend the selection of investment consultants, investment managers and other professional experts as appropriate.

4. Evaluate performance of investment managers as compared with performance objectives and other investment guidelines and make changes as appropriate.

5. Review the banking practice of the University with regard to selection of appropriate banks, efficient cash management system and currency exposure.

6. The Investment Committee will provide periodic reports on its responsibilities to the BOARD. VI-H. Compensation/Legal Committee The Committee is responsible to the BOARD for:

1. Conduct the President’s performance evaluation periodically and recommend a salary increase.

2. Review the salary scale of the University periodically and present it to the BOARD for approval.

3. Review the Personnel Policy for the University and present it to the BOARD for approval. 4. Stay on top of any laws and regulations that govern employment conditions at the University. 5. Serve as the President’s resource on all personnel issues. 6. Assure compliance with the Charter, Constitution and Bylaws as well as the laws and

regulations of the Education Law of the State of New York and the laws of the United States of America and the Republic of Lebanon

Article VII. Special Committees The BOARD may establish such ad hoc or special committees as necessary to fulfill their responsibilities provided the assignments given such committees are not already covered in the responsibilities of the Standing Committees listed in Article VI. Ad hoc or special committees may be composed of BOARD members and/or non-members. Such committees are subject to the same regulations as the Standing Committees and must report their findings and recommendations to the BOARD. Article VIII. The BOARD and the Administration VIII-A. President The President shall be the executive, administrative and academic head of the University with full responsibility and authority for giving leadership to the operation of the University within the framework of the Constitution and By-laws and under the guidance and policies of the BOARD. The President shall be directly responsible to the BOARD and shall be expected to give staff support to the BOARD in fulfilling its responsibilities to the Board of Regents of the University of the State of New York. The President shall be an ex-officio member without vote on both the BOARD and the Board of International Advisors, and on all official committees and councils of the two boards and of the University. The President, in consultation with the President’s Cabinet shall approve the proposed University Councils and committee structures and personnel assignments as necessary for the responsible participation by members of the faculty, staff, student body and other constituencies in the decision making process of the University and in the implementation of its program. The President shall be responsible for reviewing all actions to ensure compliance with the policies, rules and regulations governing the University and shall take such action, including veto, as the President deems necessary and informs the body concerned. When the President is absent or temporarily incapacitated, the President shall appoint one of the Vice Presidents to act on the President’s behalf. In case of emergency absenteeism or upon the sudden death of the President, a Committee of the Vice Presidents, chaired by the Vice President of Academic Affairs, will assume the duties of the Presidency until the BOARD appoints an acting President by a majority of the voting membership of the BOARD in a duly constituted meeting, or the BOARD elects a new President in accordance with Article II-B.

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VIII-B. Vice President for Academic Affairs/Provost The Vice President for Academic Affairs/Provost shall give leadership and supervision to the educational program of the University, both inside and outside the classroom and shall preside at Faculty meetings. The Vice President for Academic Affairs/Provost shall be a member of the President’s Cabinet, the University Planning Council and the Council of Deans. The Vice President for Academic Affairs/Provost shall be the secretary of the Academic Affairs Committee of the BOARD. VIII-C. Vice President for Student Development and Enrollment Management The Vice President for Student Development and Enrollment Management shall give leadership and supervision to the student service programs of the University, which includes student recruitment, entrance exams, admission, registration, financial aid, retention, student life, graduation and student housing. The Vice President for Student Development and Enrollment Management will also develop and supervise the Continuing Education Program of the University. The Vice-President for Student Development and Enrollment Management shall be a member of the President’s Cabinet, the University Planning Council and the Student Affairs Council. The Vice President for Development and Enrollment Management shall be the secretary of the Student Development and Enrollment Management Committee of the BOARD. VIII-D. Vice President for Finance The Vice President for Finance shall give leadership and supervision to the over-all financial functions of the University. The Vice President for Finance shall be a member of the President’s Cabinet and the University Planning Council. The Vice President for Finance shall be the secretary of the Investment Committee and the co-secretary of the Planning and Administration Committee of the BOARD. VIII-E. Vice President for University Advancement The Vice President for University Advancement shall give leadership and supervision to the healthy growth of the university by devising and carrying out programs of fundraising and relations with alumni, current and potential donors, churches, governments and other constituencies of the University all over the world. The Vice President for University Advancement shall be a member of the President’s Cabinet and the University Planning Council. The Vice President for University Advancement shall be the secretary of the University Advancement Committee of the BOARD VIII-F. Vice President for Human Resources and University Services The Vice President for Human Resources and University Services shall provide strong leadership and supervision in the Human Resources, Facilities, Planning, and other University services. The Vice President for Human Resources and University Services shall be a member of the President’s Cabinet and the University Planning Council. The Vice President for Human Resources and University Services shall serve as the co-secretary of the Planning and Administration Committee of the Board.

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VIII-G. Administrative Officers The BOARD shall approve the appointment of the Vice Presidents, and the General Counsel upon the recommendation of the President. These officers will serve at the pleasure of the President, for a term of four years, subject to favorable yearly reviews. The term of appointment may be renewed upon the consent of all involved parties. Also, and upon the recommendation of the President, the Board shall approve the appointment of the Deans whose term of appointment shall normally be for four years, subject to favorable yearly reviews. The Director of Internal Audit shall be appointed based on the recommendation of the President and the Audit Committee and then the approval of the BOARD. Withdrawal of support of any of those major administrative officers by either the President or a majority of the voting membership of the BOARD must result in removal or suspension of such administrative officers from office. Reassignment, with adjustment of salary or termination of the services of such administrators, is to be decided by the President and approved by the Board. Other administrative staff and faculty personnel will be appointed by the appropriate supervisors with the approval of the President. The President shall be responsible for seeing that the duties of all administrative staff members are defined in suitable written form. VIII-H. President’s Cabinet The President’s Cabinet is composed of the President, the Vice Presidents and the General Counsel. The main function of the President’s Cabinet is ensuring that the University is successfully meeting its mission, vision and goals. The President’s Cabinet acts as a consulting and an advisory body to the President on all short and long term matters that affect the well-being of the University. The President’s Cabinet assists the President on the following:

1. Formulating University Plans and Policies. 2. Overseeing the daily affairs of the University. 3. Enabling successful leadership throughout the University that reflects trust, integrity, openness,

accountability and timely responsiveness. 4. Dealing with all urgent matters that may affect the proper running of the University.

. VIII-J. Council of Deans: The Council of Deans is composed of the School Academic Deans and the Dean of Graduate Studies, and is chaired by the Vice President for Academic Affairs. Academic Assistant Vice Presidents are ex-officio non-voting members of the Council. The Council is:

• An advisory and recommendatory body to the VPAA and the President on the academic programs, processes and procedures, and on administration of academic services and other university affairs.

• A liaison body between the heads of the academic units of the University, for the purpose of promoting discussion and exchange of ideas on the effective management of their schools

VIII-J. University Planning Council: The University Planning Council (UPC) shall be composed of the President, the Vice Presidents, the General Counsel, the Deans, the Deans of Students, the Assistant Vice Presidents, the Director of University Institutional Research, the Chair and the Vice Chair of the Faculty Senate, the Chair and the Vice Chair of the Staff Advisory Council, and the Vice President of the University Student Council.

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The UPC will meet quarterly to discuss and provide advice to the President on all matters relating to long and mid-term planning and strategic and conceptual University directives and goals. The UPC will serve as the University’s collective think tank, bringing all the entities together to discuss and develop methods and means that will assist the University in achieving its mission, vision and goals. The President will Chair this Council, and set its agenda and meeting dates.

VIII-K. Student Affairs Council: The Student Affairs Council is composed of the Deans of Students, the Registrars, two representatives from the Senate, the two Assistant Vice Presidents for Academic Affairs, and the Vice President of the University Student Council. This Council is chaired by the Vice President for Student Development and Enrolment Management. The Council will function as an advisory and recommendatory body to the Vice President for Student Development & Enrolment Management and the President, on all matters that affect the student’s welfare, and the quality of services provided to them, and any other matter related to student life. The Council will serve as a liaison with all the offices of student services, and other university offices, regarding matters that affect student life on campus, to foster and promote discussion, and exchange of ideas, on how to best serve our students in a healthy and productive atmosphere. Article IX. The BOARD and the Faculty IX-A. Membership The Faculty of the University shall consist of all teaching personnel, the major administrative officers, and all professionally trained University librarians. IX-B. Duties The Faculty, through the Deans, Vice President for Academic Affairs and the President, shall be responsible for the academic standards and program of the University and shall take the steps necessary to assure such standards through the use of and comparison with generally accepted international standards. IX-C. Organization The Faculty shall be organized, along with key staff personnel and students, into a committee or council structure allowing them to develop the expertise necessary to exercise their responsibility in giving leadership to the educational program of the University, both inside and outside the classroom. IX-D. Faculty By-Laws Faculty By-laws shall be established to define the structure and procedures by which the Faculty shall provide leadership to the University and shall be approved by a majority of the voting membership of the BOARD. Article X. Board of International Advisors X-A. Membership of the Board of International Advisors The Board of International Advisors shall consist of up to twenty-five (25) members as follows: two (2) members appointed by the Nominating Committee as specified in Article X-D from nominees selected by the Synod; the President of the Alumni Association; and the remaining twenty-two (22) members appointed by the Nominating Committee as specified in Article X-D. The Board of International Advisors shall be appointed in three classes with three-year terms to ensure continuity of membership.

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The additional three (3) members listed below shall serve as ex-officio members without vote: 1. The General Secretary of the Synod 2. The President of the University 3. The Elected Representative of the Teaching Faculty of the University.

X-B. Terms of Office for the Board of International Advisors Terms of office shall be for three years with members elected to one of three classes. A member may be re-elected for one consecutive three-year term. After serving two, three-year terms, members shall be ineligible for reelection for at least one year. Board of International Advisors members may continue their service as non-voting Emeritus members for life if they have served a total of ten years and if so elected by the Board of International Advisors. Persons elected to fill terms of one year or less shall be eligible to serve two additional consecutive three-year terms; persons elected to fill terms in excess of one full year shall be eligible to serve for only one additional consecutive term of three years. X-C. Qualifications for the Board of International Advisors Members of the Board of International Advisors shall be selected on the basis of the leadership they can potentially give the University based on their record of performance in their chosen profession or occupation. The Board of International Advisors shall be composed of people who command respect; who shall be willing to serve the University within the framework of its purpose; and who can contribute to University development matters. Members of the Board of International Advisors are generally expected to cover their own expenses in attending Board of International Advisors meetings; in exceptional cases the organization nominating a Board of International Advisors member or the University may cover the expenses of such nominee. X-D. Nominations to the Board of International Advisors The Nominating Committee of the Board of International Advisors shall consist of the Nominating Committee of the BOARD and the Chair and Vice-Chair of the Board of International Advisors. In any year in which there is a vacancy in a Synod position on the Board of International Advisors, the Nominating Committee of the Board of International Advisors shall receive from the Synod nominations before the annual meeting of the Board of International Advisors two names for each of the Synod vacant positions. The Nominating Committee of the Board of International Advisors shall appoint one of those individuals to the Board of International Advisors. In addition, the Nominating Committee of the Board of International Advisors shall appoint suitable nominees for the at-large vacancies to the Board of International Advisors. X-E. General Duties of the Board of International Advisors The Board of International Advisors shall act as an advisor to the BOARD and the Executive Committee of the BOARD on policies of the University. The Board of International Advisors serves an important and integral function in the life of the University. The Board of International Advisors will be comprised of individuals of distinction who will bring their considerable talents, experience and wisdom to assist in furthering the mission of the University. The Board of International Advisors is charged with enhancing the visibility and reputation of the University. It shall serve as a critical resource and will provide in an advisory capacity input and guidance to the Board of Trustees, President, and senior management on matters relating, but not confined to:

1. Academic Programming, particularly cross-border and jointly sponsored academic programs; 2. Development and Advancement, particularly the identification of new sources of giving; 3. Alumni Relations; 4. Community Relations; and 5. Recruitment.

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X-F. Meetings of the Board of International Advisors The Board of International Advisors shall hold two or more meetings each year. X-G. Special Meetings of the Board of International Advisors Special meetings of the Board of International Advisors may be called upon the written request of three members. X-H. Quorum of the Board of International Advisors A quorum shall consist of a majority of the actual filled seats of the Board of International Advisors. Members of the Board of International Advisors may participate in and act at any meeting through the use of a conference telephone or other similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. X-I. Officers of the Board of International Advisors The officers of the Board of International Advisors shall be the Chair, the Vice-Chair, and Secretary of the Board of International Advisors. They shall be elected for one three-year term or until the end of the member’s term on the Board of International Advisors, whichever is less. X-J. Chair of the Board of International Advisors The Chair shall preside over meetings of the Board of International Advisors, and shall perform the usual duties of the presiding officer. The Chair shall have the right to vote on all questions on which a vote is taken and shall perform the duties of the Chair’s office as instructed by the Board of International Advisors. X-K. Vice-Chair of the Board of International Advisors The Vice-Chair shall perform the duties of the Chair in the Chair’s absence or at the Chair’s request and shall perform such duties as may from time to time be assigned to the Vice-Chair. X-L. Secretary of the Board of International Advisors The Secretary shall assume responsibility for the accurate recording and distribution of the minutes of the Board of International Advisors’ meetings and for notifying the members of the Board of International Advisors of the time, place and agenda of all regular and special meetings of the Board of International Advisors (the Secretary may delegate these duties, but not the responsibility, to one or more members of the Administration). X-M. Special Committees of the Board of International Advisors The Board of International Advisors may establish such ad hoc or special committees as necessary to fulfill its responsibilities. Article XI. Indemnification The University shall indemnify members of the BOARD and the Board of International Advisors to the fullest extent permitted by New York law. The University will also purchase available insurance to indemnify all BOARD members against expenses actually and necessarily incurred by them, including legal fees, in connection with the defense of any action, suit, or proceeding in which they, or any of them, are made parties or a party by reason of having been a member of the BOARD.

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Article XII. Amendments to the By-Laws Amendments to the By-laws, which are consistent with the Charter, may be made only by an affirmative vote of two-thirds of the voting membership of the BOARD. If such a majority is not secured, a second meeting should be called after a minimum of thirty (30) days and at the second meeting the BOARD may pass the same amendments to the By-laws discussed at the first meeting by a majority of the voting membership of the BOARD. Article XIII. Validity of Remaining Provisions If any provision of these By-laws shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and effectiveness of the remaining provisions shall not be affected. Article XIV. Repeal of Previous By-Laws All By-laws of Beirut University College and/or Lebanese American University previously adopted are hereby repealed, and the foregoing By-laws of Lebanese American University are effective as of June 8, 2003.

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Faculty Bylaws

Lebanese American University FACULTY BYLAWS

Approved by the Board of Trustees on June 6 & 7, 2003 Amended by the Board of Trustees on September 14 &15, 2006

Amended by the Board of Trustees on March 8 & 9, 2007 Amended by the Board of Trustees on September 6 & 7, 2007 Amended by the Board of Trustees on March 27 & 28, 2008 Amended by the Board of Trustees on March 19 & 20, 2009

Amended by the Board of Trustees on September 16 & 17, 2010 The University academic organization shall consist of the Faculty, the Board of Trustees, the latter being responsible to the chartering agency, and the Board of Regents of the University of the State of New York. The duties of the Trustees are spelled out in the University Constitution and Bylaws and the faculty duties are spelled out in this document. The duties of all three entities (including the Board of Regents) are closely integrated and must be considered in total for maximum understanding of the operation of the University. Article I. Membership of the Faculty In accordance with the Constitution of the University, the faculty shall consist of all teaching personnel. More specifically the voting faculty shall consist of the School Deans, Dean of Graduate Studies and Research and, all full time faculty including administrators with faculty contracts. The Vice-President for Student Development and Enrolment Management, Deans of Students, Registrars, Head Librarian(s), Directors of Guidance, Admissions, Public Relations, and Continuing Education, attend and participate in faculty meetings without vote unless they have full time faculty status. Part time faculty members, Research Faculty and Research Associates may attend and participate in Faculty Meetings without vote. The President shall serve as an ex-officio member without vote. It shall be the duty of the Provost to publish lists of all faculty members by schools, departments or divisions at the beginning of each semester indicating those eligible to vote in faculty meetings. Article II. Duties of the Faculty II-A. Educational Duties The prime duty of the faculty is to serve the students by giving them the best educational experience possible within the constraints of the resources available. In accordance with the Bylaws of the University, the faculty shall be responsible through the Chairpersons, the Academic School Deans, the Faculty Senate, the Provost and the President for the academic standards and programs of the University which should be in accordance with generally accepted Standards for Higher Education. The faculty shall share responsibility through the schools, senate, and councils for curricular programs, the awarding of degrees, and the co-curricular activities of the University in conformity with the Mission and within the framework of the Constitution and Bylaws of the University, the policies of the Board of Trustees and the guidelines established by the chartering agency, the Board of Regents of the University of the State of New York, and the appropriate regulatory and accrediting bodies. In addition, the faculty shall assume responsibility for keeping itself abreast of recent developments in their disciplines and of the latest international educational developments and shall develop innovative teaching and learning programs designed to give the university a position of educational leadership. Faculty are to be engaged in research and be active members in the community of scholars of their discipline, and shall give personal leadership

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to the University through conscientious service as classroom teachers, scholars, contributing members of their schools and councils, individuals maintaining high intellectual and moral standards and individuals deeply interested in the welfare of their students. II-B. Organizational Structure To carry out these responsibilities the Faculty shall be organized into Schools, and participate in the Senate and Councils. Faculty shall serve as members of the school to which they belong. Any duly constituted committee or council of the university shall be entitled to invite or seek information from any member of the university they deem necessary, faculty, administration or staff, depending on their agenda. II-C. Review The faculty shall have the right to review the actions taken by any committee/council, and to refer back such action to that committee/council for reconsideration if it deems fit. Such review shall be initiated by submitting a detailed petition by the concerned individual on personnel issues, 30% of school faculty when they refer to school decisions and 10% of the full faculty when they refer to university wide decisions. Article III. Meetings of the Faculty III-A. Stated There shall be a minimum of one faculty meeting per semester. Faculty meetings are chaired by the Provost. The Agenda for the faculty meeting is drafted by the Provost and the Chairperson of the Senate. There shall also be a minimum of four stated School Faculty Meetings per year (two per semester). School Faculty Meetings are chaired by the Dean of the School. III-B. Special Faculty University/Campus meetings Faculty meetings may be held at the call of the Provost or upon written request to the Chairperson of the Faculty Senate by 10% of the voting faculty members. Announcement of a special meeting shall be made at least three days before the meeting and shall include an agenda. Emergency meetings may be called with less notice. III-C. Quorum A quorum shall consist of a majority of the membership of the voting faculty, exclusive of those on leave. If no quorum is present at any meeting, a special meeting shall be called at least 48 hours later and regular business shall be conducted in this meeting regardless of the number present. Should a situation arise which prevents holding a meeting, the necessary work shall be performed by the schools and councils without the guidance of the faculty as a whole. III-D. Chairperson The meetings of the faculty shall normally be chaired by the Provost and in his/her absence by the Chairperson of the Faculty Senate. School faculty meetings shall be chaired by the School Dean. Academic Department or Division meetings are chaired by the Chairperson. Meetings shall be conducted in accordance with the most recent revision of Robert's Rules of Order.

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III-E. Secretary The Secretary of the Faculty shall prepare the minutes of each meeting including: (a) the items of business considered, (b) a brief summary of the ensuing discussion, and (c) all actions taken. These minutes shall be submitted to the Office of the Provost within 48 hours after each meeting for reproduction and distribution to the faculty no later than one week after each meeting. The duties of the Secretary in university faculty meetings shall be assumed by the Secretary of the Faculty Senate ex-officio. Article IV. University and Faculty Officers The following are the responsibilities and duties of the officers of the university in compliance with the Bylaws of the University: IV-A. President The President shall be the executive, administrative and academic head of the University with full responsibility and authority for giving leadership to the operations of the University and shall be an ex-officio member without vote of all Standing University Councils; he/she shall give particular attention to the development, relations, planning and administrative functions of the University. As the responsible executive head of the University he/she shall carefully review the actions of all committees/councils and schools for compliance with the University Mission, various regulations and actions governing the University and shall take such action, including veto, as he/she deems necessary or desirable and shall immediately inform the body concerned. Furthermore, it shall be the duty of the President to see that members of the University community exercise responsibility commensurate with the authority entrusted to them either individually or collectively. The President shall appoint the major administrative officers necessary to fulfill the obligations of the University. All appointments other than the Vice President level shall be made only after consultation with the concerned vice presidents and the personnel directly affected, such as with the faculty upon the appointment or re-appointment of the School Deans. Appointments of Vice Presidents, Deans, Director of Internal Audit, and Legal Counsel, need the Board of Trustees' approval. IV-B. Provost The Provost of the University shall give leadership and supervision to all educational programs of the University, through the School Deans, and the Dean of Graduate Studies and Research. He/she shall preside at General University Faculty meetings, and may act for the President when the latter is unable to perform his duties because of sickness or absence from the country. The Provost shall be a voting member of the Council of Deans and an ex-officio member without vote of all Faculty Standing Councils and shall serve as the Secretary of the Academic Affairs Committee of the Board of Trustees. The Provost shall coordinate the activities of the University Councils, chair the Council of Deans and supervise the School Deans including review of their budgets before these are submitted to the University Budget Committee. IV-C. School Deans School Deans shall give vision, leadership and supervision to the educational, research and development programs of their schools and report this activity regularly to the Provost. They shall be responsible for keeping high academic standards in accordance with the American Standards of Higher Education and see that the University academic policies are implemented in their schools. The School Dean shall be an ex-officio member of all school councils and shall be a member of the Council of Deans. The dean has the right of final approval or rejection of all school council recommendations and shall take full responsibility for the implementation of all strategies approved by school councils. The Dean is to assume

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responsibility for the budget of the school and for staffing the school with adequate teaching and non-teaching personnel. He/she shall supervise the work of the Chairpersons of Departments or Divisions and Directors of Institutes under his/her jurisdiction, including the approval of their budgets and course offerings before these are submitted to the University Budget Committee and the Registrars respectively. IV-D. Dean of Graduate Studies and Research The Dean of Graduate Studies and Research shall give vision, leadership and support to research and graduate education at the University. He/she assists in developing research policies and soliciting the funds necessary to implement research programs, and works closely with the faculty, School Deans and the Provost, in developing and implementing graduate studies programs at the University. The Dean of Graduate Studies and Research reports to the Provost and serves as an ex-officio member of the University Research Council and the University Graduate Council, and as a Voting member on the Council of Deans. IV-E. Chairperson The Chairperson shall give vision, leadership and supervision to the faculty in his/her division or department. He/she shall evaluate faculty in his/her division or department and shall report to the Dean. He/she shall supervise the day-to-day academic process, shall recommend faculty recruitment in consultation with full-time faculty members in his/her division or department, assess the academic and physical needs of his/her units and prepare a budget to meet these needs. The Division or Department shall decide upon the courses and study programs to be offered within the unit subject to the approval of the School Dean. The Chairperson shall be responsible for the academic standards and program of the unit and shall assume specific responsibility for the professional standards of the teaching and research of the faculty members. Article V. President’s Cabinet & University Councils This section includes councils that are elaborated upon in the University Bylaws. These are: The President’s Cabinet, The Council of Deans, The University Planning Council and The Student Affairs Council V-A. President’s Cabinet The President’s Cabinet is composed of the President, the Vice Presidents and the General Counsel. The main function of the President’s Cabinet is ensuring that the University is successfully meeting its mission, vision and goals. The President’s Cabinet acts as a consulting and advisory body to the President on all short and long term matters that affect the well being of the University. The President’s Cabinet assists the President in the following:

1. Formulating University Plans and Policies. 2. Overseeing the daily affairs of the University. 3. Enabling successful leadership throughout the University that reflects trust, integrity,

openness, accountability and timely responsiveness. 4. Dealing with all urgent matters that may affect the proper running of the University.

Method of Operation As the President’s top advisory body, the Cabinet acts on all the recommendations and issues submitted to the President, and conveyed to the Cabinet for deliberation and/or decision.

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Decisions taken by the Cabinet on recommendations submitted to the President from any University Council, Committee or body, are considered final and ready for implementation. Matters that are decided upon in the President’s Cabinet, and need the approval of the Board will be implemented after the Board’s approval. Any member of the President’s Cabinet may bring, to the President’s Cabinet, any recommendation, or issue, from any University Council or Department in their entity. The President’s Cabinet receives recommendations from the following University Councils:

1. Faculty Grievance Council 2. Staff Advisory Council 3. University Budget Committee 4. University Facilities Committee 5. University Committee on Policies 6. Faculty Senate – Non-academic recommendations

Representatives from the Senate and the Staff Advisory Council will each be invited to meet with the President’s Cabinet on a regular basis to bring forth their issues and recommendations, to be discussed and decided upon in the President’s Cabinet. V-B. Council of Deans The Council is: § An advisory and recommendatory body to the Provost and the President on the academic

programs, processes and procedures, and on the administration of academic services, as well as other university matters.

§ A liaison body among the heads of the academic units of the University, for the purpose of promoting discussion and exchange of ideas on the effective management of their Schools.

Composition The Council of Deans is composed of the Schools’ Academic Deans and the Dean of Research & Graduate Studies, and is chaired by the Provost. Academic Assistant Vice Presidents are ex-officio non-voting members of the Council. Method of Operation As the highest Academic Council, the Council of Deans will be in charge of all academic matters and issues at the University. The Council of Deans receives recommendations from the following University Councils:

1. University Library and Information Resources Council 2. University Graduate Council 3. University Research Council 4. University Admissions Council 5. University Curriculum Council 6. Faculty Welfare and Promotion Council 7. University Council for Financial Aid 8. Faculty Senate – nonacademic recommendations and faculty welfare issues

The Council of Deans submits all its recommendations to the President who may choose to channel them to the appropriate bodies, for final decision and implementation. This council will act as the highest appellate council for academic student issues and grievances.

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The Council of Deans will normally meet every week. Representatives from the Senate will be invited to meet with the Council of Deans on a regular basis to deal with faculty related issues. V-C. University Planning Council The UPC will meet quarterly to discuss and provide advice to the President on all matters relating to long and mid-term planning and strategic and conceptual University directives and goals. The UPC will serve as the University’s collective think tank, bringing all the entities together to discuss and develop methods and means that will assist the University in achieving its mission, vision and goals. The President will Chair this Council, and set its agenda and meeting dates. Composition The University Planning Council (UPC) shall be composed of the President, the Provost, the Vice Presidents, all Deans, the Assistant Provost and Assistant Vice Presidents, the General Counsel, the Director of University Institutional Research, the Chair and the Vice Chair of the Faculty Senate, the Chair and the Vice Chair of the Staff Advisory Council, and the Vice President of the University Student Council. V-D. Student Affairs Council The Council will function as an advisory and recomm