May 14, 2014

PREAMBLE

The Aiken County Commission For Higher Education was created under Act No. 103 of the 1961 Session of the General Assembly of South Carolina and charged with the establishment of an institution of higher education in Aiken County. In order to more effectively discharge its responsibilities and duties in connection therewith, the Commission does promulgate and adopt these By-Laws.

ARTICLE I

Section 1. NAME OF COMMISSION. The name of the Commission is fixed by statute of the State of South Carolina as the Aiken County Commission For Higher Education.

ARTICLE II

Section 1. COMPOSITION. The Aiken County Commission For Higher Education shall be composed of nine (9) members who shall be appointed by the Governor on the recommendation of a majority of the Aiken County Legislative Delegation. In addition, the Superintendent of Education for Aiken County and Chair of the Aiken County Commission For Technical Education shall be ex-officio members of the Commission and shall be entitled to vote as other members.

Section 2. TERMS. The term of service for each member shall be four (4) years or until their successor shall have been appointed, as established by the Enabling Act.

Section 3. VACANCIES. Any vacancy on the Commission shall be appointed by the Governor on the recommendation of a majority of the Aiken County Legislative Delegation.

Section 4. COMPENSATION. Members of the Commission shall serve without compensation or fees.

Section 5. ATTENDANCE AT MEETINGS OF THE COMMISSION. In order to have a quorum at meetings, it is important that all members annually attend the six (6) regularly scheduled meetings of the Commission. Absences from three meetings in a twelve-month period shall result in notification to the Chair of the Aiken County Legislative Delegation. The full Commission shall be informed at the next regularly scheduled meeting of any member in violation of this expectation. The Commission will, at that meeting, consider any extenuating and/or mitigating information provided by the member related to the absences and make a recommendation to the Chair of the Aiken County Legislative Delegation about the continued service of that member. The Chair of the Commission shall transmit this attendance information and the recommendation of the members to the Delegation Office on behalf of the group.

ARTICLE III

POWERS AND DUTIES OF THE COMMISSION

The Commission is empowered to enter into contracts, make binding agreements, negotiate with educators and educational institutions and generally, to take such actions in its name as are necessary to secure for Aiken County and adjacent areas the necessary educational facilities to provide higher education. Within these fundamental responsibilities, the Commission will perform many essential functions, including, but not limited to the following:

1. Establish goals for higher education for Aiken County and adjacent areas, and where possible to assist in the providing of the necessary physical facilities; and in cooperation with the Board of Trustees of the University of South Carolina, to assist in the implementation of the contract between the Commission and the University of South Carolina, to provide an institution of higher education in Aiken County. 2. Approve or delegate authority for the approval of all major contractual relationship and other major legal obligations to be executed in the name of the Commission. 3. Approve or authorize the Executive Committee to approve all purchases, sales or leases of real property and ensure that all properties of the Commission are preserved and maintained. 4. Review and approve all requests to the Aiken County Council for appropriations. 5. Review and approve annual budgets for the Commission and budget changes to same. 6. Approve all gifts to the Commission where restrictions are indicated or the expenditure of money is required for the adequate acceptance of same; designate the use of unrestricted gifts to the Commission, and approve and designate the use of testamentary gifts to the Commission. 7. Approve all loans, borrowing and issuance of bonds in the name of the Commission. 8. Establish investment policies and procedures which will provide for the prudent investment and preservation of funds entrusted to the Commission.

ARTICLE IV

OFFICERS OF THE COMMISSION

Section 1. CHAIR. A Chair of the Commission shall be elected from the members appointed by the Governor by a majority vote of the entire Commission, who shall serve for a term of four (4) years or until his successor is elected. The Chair shall preside at all meetings of the Commission and shall be the spokesperson for the Commission. They shall serve as Chair and a member of the Executive Committee of the Commission. They shall serve as ex-officio member of all other committees and shall perform such other duties as may, from time to time, be prescribed by the Commission and by these By-Laws.

Section 2. VICE-CHAIR. The Commission shall, at the same time and in the same manner as the Chair was elected, elect a Vice-Chair to serve for four (4) years who shall preside at meetings of the Commission in the absence of the Chair. They shall serve as a member of the Executive Committee of the Commission and in the absence of the Chair shall preside at the meetings of the Executive Committee.

Section 3. SECRETARY-TREASURER. The Commission shall, at the same time and in the same manner as the Chair and Vice-Chair were elected, elect a Secretary-Treasurer to serve for four (4) years. The Secretary-Treasurer shall keep a record of all meetings of the Commission; shall conduct all correspondence of the Commission as requested; shall be the keeper of the seal of the Commission, and as Treasurer, shall keep accurate accounts of receipts and disbursements by the Commission and shall assist in the preparation of the Annual Budget of the Commission. The Treasurer shall have joint custody of all funds of the Commission with the Chair and/or Vice-Chair. The Secretary-Treasurer shall serve as a member of the Executive Committee.

Section 4. Any elected officer shall be eligible for reelection up to two consecutive terms. After having been out of the office for one complete term, any member is eligible for election to a previously held office and two more consecutive terms if it is the will of the Commission members.

Section 5. In the event of a vacancy and/or uncompleted term of an elected officer of the Commission, the position shall be filled by a vote of the Commission for the balance of the term in question. Upon completion of that term, any office holder would be eligible for two full terms in office.

Section 6. The Chair will appoint a Nominating Committee for Officers of the Commission in March of 2014, and every four years thereafter. The election of officers shall be held at the May meeting of the Commission marking the conclusion of the four-year terms of service for the Chair, Vice Chair, and Secretary-Treasurer. The terms of office for newly-elected officers will begin immediately upon their election.

ARTICLE V

COMMITTEES

The following Committees are established by the Commission:

(a) EXECUTIVE COMMITTEE. The Executive Committee shall consist of the Chair, Vice- Chair and Secretary-Treasurer of the Commission. The Executive Committee, during the interim between meetings of the Commission shall have all the powers of the Commission not inconsistent with the established policies of the Commission or with any action theretofore taken by the Commission. It shall make reports to the Commission at each meeting on all such matters occurring since the previous meeting.

(b) PLANNING AND GIFTS COMMITTEE. The Planning and Gifts Committee shall be responsible for long range planning for the Aiken Campus and shall solicit and receive gifts of land and other property to the Commission to be used to further higher education under the jurisdiction of the Commission. It shall make reports to the Commission at each meeting on all such matters occurring since the previous meeting.

(c) BUILDING AND GROUNDS COMMITTEE. The Building and Grounds Committee shall be charged with the consideration of all Commission matters relating to the buildings and grounds under the jurisdiction of the Commission, including the design and location of the new buildings, maintenance, improvements or remodeling of older buildings; the landscaping of the grounds; and all other matters having to do with the physical plant under the jurisdiction of the Commission. It shall report to the Commission with its recommendations on all of such matters. It shall make reports to the Commission at each meeting on all such matters occurring since the previous meeting.

(d) FINANCE COMMITTEE. The Finance Committee shall exercise general supervision of the finances of the Commission, including the investment of all funds held by the Commission. It shall review in advance the proposed budget for the succeeding year and any request for funds from Aiken County Council. It shall make reports to the Commission at each meeting on all such matters occurring since the previous meeting.

(e) Each committee named in (b), (c) and (d) above shall consist of three (3) members nominated by the Chair for a term of four (4) years, one member being named as Chair.

(f) The Chair of the Commission shall be an ex-officio voting member of all committees of the Commission and the Chancellor and the Vice Chancellors of the University of South Carolina Aiken shall be ex-officio non-voting members of all committees and of the full Commission.

(g) Two (2) voting members shall constitute a quorum for all Committee meetings.

ARTICLE VI

MEETINGS OF THE COMMISSION

Section 1. REGULAR MEETINGS OF THE COMMISSION. The Commission shall hold six (6) regular meetings on each calendar year at 5:00 P.M. on the Second Wednesday of the following months:

September October December January March May

Section 2. NOTICE OF REGULAR MEETINGS. Notice of the time and place of all regular meetings of the Commission shall be mailed to each member by the Secretary or their assistant, not less than five (5) working days before each meeting, and where possible, an agenda for said meeting will accompany the notice.

Section 3. SPECIAL MEETINGS OF THE COMMISSION. Special meetings of the Commission may be called by the Chair or upon the written request signed by any three (3) members of the Commission.

Section 4. QUORUM. Five (5) members of the Commission shall constitute a quorum for the transaction of business.

Section 5. DOCUMENTS. Documents such as minutes of meetings, exhibits, correspondence, contracts, and related papers accumulated in the conduct of its business shall be the sole property of the Commission. Files containing these materials shall be maintained by the Chancellor’s Office at the University of South Carolina Aiken. When appropriate, portions of this record may be housed as archives with the Gregg-Graniteville Library with the associated protections and controls as is true with other historic collections.

ARTICLE VII

AMENDMENTS

These By-Laws may be amended at any regular meeting of the Commission by the affirmative vote of not less than two-thirds (2/3) of the members of the Commission, provided that notice of any proposed amendment, including a proposed draft thereof, shall have been given at the regular meeting of the Commission next preceding the meeting at which such amendment is voted upon.

These By-Laws were duly adopted at a meeting of the Aiken County Commission For Higher Education held in Aiken, South Carolina, on May 14, 2014.