Chapter 1: The Board of Trustees
Chapter 2: Committees of the Board
Chapter 3: The President
Chapter 4: The Faculty
Chapter 5: General
All Trustees shall be elected for a term of five (5) years, and Trustees may be elected for more than one term. All Trustees shall serve until the end of the fiscal year in which their term shall expire. Every second year, one vacancy shall be filled through a process of nomination by the Alumni Council and the Directors of the Alumni Fund, acting jointly, and in conjunction with the Chair of the Committee on Trustees or a designate of the Chair.
The Trustees shall elect a Chair and a Vice-Chair of the Trustees from among their number, for non-concurrent terms of three (3) years. Prior to such elections, the incumbent Chair shall appoint an ad hoc nominating committee of not fewer than four (4) Trustees, including the President of the College, to make its recommendation to the Trustees.
The Chair shall preside at meetings of the Trustees and shall be Chair of the Executive Committee. In the absence of the Chair, the Vice-Chair shall perform such responsibilities. No Chair or Vice-Chair shall be eligible to serve more than two consecutive terms. The Vice-Chair shall serve as the Chair of the Committee on Trustees.
There shall be three regular meetings of the Trustees in each year, the date, time and place to be as established by the Trustees, one of which shall be the annual meeting. At said meetings any or all business which shall be required or permitted under the Charter and these By-Laws may be transacted. Notices of each such meeting shall be communicated to each Trustee at least seven days before the meeting, but failure to receive such notice shall not invalidate any meeting. At each meeting of the Trustees the following representatives shall be entitled to be present, to participate in the meeting, but without the right to vote: two members of the Faculty, two students, two representatives from the Alumni Council and one representative of the Parents Executive Committee.
Special meetings of the Trustees may be called by the Chair, the President of the College, by the Executive Committee, or by ten Trustees. Notices of each special meeting shall be communicated to each member at least seven days before the meeting. Such notices shall include a statement of the object or objects for which the special meeting is called. In the event of an emergency, the time for such notice shall be reduced to two days.
A majority of the Trustees shall constitute a quorum for the transaction of business. The act of a majority of the Trustees who are present at a meeting at which a quorum is present shall constitute the act of the College.
Any action which may be taken at a meeting of the Trustees may be taken without a meeting if all the Trustees sign a written consent or consents setting forth the action taken or to be taken.
It is expected that all Trustees shall regularly attend the meetings of Trustees. Trustees may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
At one of their regular meetings each year, the Trustees shall consider and adopt a budget of estimated income and expenditures for the ensuing fiscal year and shall appropriate funds in accordance therewith. Appropriations of funds for expenditures supplementary to or as an addendum to the budget referred to herein may be made at any regular or special meeting of the Trustees or at any meeting of the Executive Committee under the authority delegated to that Committee in these By-Laws.
Charges for tuition, room rental for dormitories, full board plan and any other student fees to be assessed against each student regularly enrolled and resident at the College shall be fixed by the Trustees; and each of the President and the Treasurer may make adjustments in room rental, board and fees to take into consideration special facilities and programs.
All documents, agreements, contracts and other instruments may be executed by such person as may be authorized by the Trustees; but in any event, each of the President and the Treasurer, acting singly, may execute all such documents, agreements, contracts and other instruments without further approval of the Trustees or the Executive Committee, provided that the College shall not be obligated in an amount in excess of $100,000, in the aggregate for any transaction to which one or more of such bonds, agreements, contracts, or other instruments apply; or in an amount in excess of $500,000, in the aggregate for any transaction to which one or more of such bonds, agreements, contracts, or other instruments apply if such amount has been previously approved by the Trustees in an annual budget.
Requirements for the admission of students to the College, the courses of study, and requirements for the award of degrees shall be prescribed from time to time by the Trustees.
The Trustees shall annually appoint a certified public accounting firm to audit the books and accounts of the College and to report to the Trustees on said audit annually.
The College shall indemnify any person who was or is a party or was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, formal or informal, by reason of the fact that such person is or was a Trustee or Officer of the College or is or was serving at the request of the College as a director, trustee, officer or employee of another entity, trust, pension or other employee benefit plan, against expenses (including attorneys' fees), judgments, fines, assessments, and amounts paid in settlement, to the extent actually and reasonably incurred in connection with such action, suit or proceeding, or any appeal therein, if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the College and with respect to any criminal action or proceeding had no reasonable cause to believe such conduct to be unlawful.
In addition, upon the vote of the Executive Committee, the College may indemnify any person who was or is a party or was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, formal or informal, by reason of the fact that such person is or was an agent or employee of the College or is or was serving at the request of the College as a director, trustee, officer or employee of another entity, trust, pension or other employee benefit plan, against expenses (including attorneys’ fees), judgments, fines, assessments, and amounts paid in settlement, to the extent actually and reasonably incurred by him in connection with such action, suit or proceeding, or any appeal therein.
Expenses to the extent reasonably incurred in connection with any such action, suit or proceeding may be paid by the College in advance of the final disposition of such action, suit or proceeding, upon receipt by the College of a written undertaking by or on behalf of the person seeking indemnification to repay such amount in the event there shall be a final adjudication that such person is not entitled to be indemnified.
All of such indemnification shall be in addition to any other rights to which the person may be entitled under any law, insurance policy, statute, agreement, vote of the Trustees, or otherwise.
The Trustees may meet in executive session upon a vote of ten Trustees present at the meeting for the purpose of considering personnel matters, acquisition or disposition of property, consultation with legal counsel, discussion of information the premature disclosure of which would prejudice the College or such extraordinary matters as the Trustees may determine appropriate for executive session consideration.
Each year the following Standing Committees shall be established for the ensuing year:
Each Standing Committee shall have the authority to create its own Subcommittees.
In addition to such Standing Committees, the Trustees may establish, or authorize the President of the College to establish, such Visiting and Special Committees as the Trustees may from time to time consider to be useful, and the membership of such Committees shall be established by the Trustees, upon their discretion.
Membership of each of the Standing Committees shall include at a minimum, the following:
The Trustee members of every Standing Committee shall constitute a majority thereof.
Except for membership on the Executive Committee and the Investment Committee, no individual shall serve as a member of a Standing Committee for more than five consecutive years except that the term may be extended for such additional years as needed for that individual to complete the term as Chair of that Standing Committee. In the case of the Executive and Investment Committees, the Chair of the Trustees, in consultation with the Vice-Chair of the Trustees and the President, may occasionally appoint certain individuals to serve as a member of either Committee beyond the five-year limit.
Except for the Chair of the Committee on Trustees who shall be the Vice-Chair of the Trustees, an individual shall normally serve as Chair of a Standing Committee for no more than three consecutive years, although a term of up to five consecutive years shall be permissible under extenuating circumstances. No individual shall serve simultaneously as Chair of more than one Standing Committee, and no Chair may serve as Chair of another Committee without a one year hiatus.
The size and the membership of the Standing Committees shall be determined by the Chair of the Trustees, after consultation with the President of the College, and the Vice Chair of the Trustees. Individuals who are not Trustees may serve on Committees. Except as otherwise provided in these By-Laws, the Faculty members of the Committees shall be elected by, or in accordance with, such procedures as may be approved from time to time by the Faculty and the student members by, or in accordance with, such procedures as may be approved from time to time by the student body.
In the event of any vacancy in the membership of any Standing Committee, the Chair of the Trustees may fill any vacancy, after consultation with the President of the College and the Vice Chair. In the event of any vacancy in the faculty or student membership of any Standing Committee, the vacancy may be filled with a member of the Faculty or a student, as the case may be, by or in accordance with such procedures as may be approved from time to time by the Faculty and the student body, respectively. Any such changes in the membership of Standing Committees shall be communicated to the Secretary of the Trustees and entered on the records.
A majority of the Trustee members of a Standing Committee shall constitute a quorum for the transaction of business. The act of a majority of the members of the Committee, who are present at a meeting at which a quorum is present, shall constitute the act of the Committee.
Any action which may be taken at a meeting of any Committee may be taken without a meeting if all the voting Committee members sign a written consent or consents setting forth the action taken or to be taken.
It is expected that all Committee members shall attend their respective Committee meeting. Members of any Committee or Subcommittee may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
All Standing Committees shall meet not less often than once in each year, at the call of its Chair. All meetings of Standing Committees shall be communicated to each committee member in advance of each meeting. The Standing Committee may appoint such subcommittees, as it may from time to time deem necessary or advisable, to assist it in the discharge of its duties.
Unless otherwise provided in these By-Laws, the Chair of the Trustees shall appoint the Chair of each Standing Committee, who shall be a Trustee, after consultation with the President of the College, and the Vice Chair of the Trustees. The Chair of the Trustees shall not serve as the Chair of a Committee which is represented on the Executive Committee.
Unless otherwise provided in these By-Laws, the Chair of each Standing Committee, or designated alternate, shall have the right to report to any regular meeting of the Trustees. The Chair of the Executive Committee shall inform the Chair of each of the Standing Committees, and of any other Committees of the Trustees which may be established as provided by these By-Laws, in writing, of the date, time and place of any regular meetings of the Executive Committee not less than seven (7) days in advance of said meeting, and shall provide the Chair of each of the Standing Committees, and of any other committees of the Trustees, or a member or members of each such Committee delegated by its Chair, the opportunity to meet with the Executive Committee at any of its regular meetings.
Such reports by a Standing Committee or by a special or other committee shall include any recommendations which that Committee wishes to have considered with respect to policy, including budgetary requests.
The Executive Committee, when the Trustees are not in session, shall possess the powers of the Trustees, provided, however, that the Executive Committee may not:
The Executive Committee shall set agendas and priorities to facilitate deliberations by the Trustees and act as a council of advice to the President and provide a periodic evaluation of, and set the compensation for, the President.
The Executive Committee shall keep a record of its proceedings, including the vote of each member of the Committee upon all questions carried in the affirmative at meetings of the Committee, and such record shall be the conclusive and only evidence of the concurrence or nonconcurrence of members of the Committee in action taken by it. A copy of the record of its proceedings shall be sent to each Trustee as soon as is reasonably possible following each meeting.
At each meeting of the Executive Committee one member of the Faculty, one Student, one member of the Alumni Council and one member of the Parents Executive Committee shall be entitled to be present, to participate in the meeting, but without right to vote. The member of the Faculty shall be selected by and from the representatives of the Faculty then entitled to attend meetings of the Trustees, and the student shall be selected by and from the students then entitled to attend the meetings of the Trustees. The member of the Alumni Council on the Committee shall be the President of the Alumni Council, or the President of the Alumni Council's designate. The member of the Parents Executive Committee on the committee shall be the Chair of the Parents Executive Committee or the Chair's designate.
The Executive Committee shall be empowered to consider all matters of policy with respect to any activities of the College and shall consult with and advise the President of the College with respect to any matter of policy. The Executive Committee may request that the President or appropriate Officer of Administration prepare and submit to the next meeting of the Trustees a written report containing information, opinions or recommendations with respect to such policies including budgets, as, in its opinion, are in the best interests of the College. Copies of such report together with such reports of Standing or Special Committees as the Executive Committee may determine shall be sent to each Trustee in advance of such meeting.
The Executive Committee may appoint such subcommittees of itself as it may from time to time deem necessary or advisable to assist it in the discharge of its duties. The membership of such subcommittees need not be limited to members of the Executive Committee.
The Executive Committee shall at least once each year review and discuss the proposed budget of estimated income and expenditures, and recommend appropriations for the ensuing fiscal year with the President, before the proposed budget is submitted by the President to the Trustees for approval.
At any of its regular meetings, the Executive Committee may hear any duly authorized representatives of the faculty, students, Alumni Council, or other College constituencies concerning matters of College policy, if so requested.
The Executive Committee shall establish annually the compensation level for the President, and upon the advice of the President, the levels of the principal administrative officers.
The Academic Affairs Committee shall meet at least twice a year, and at least one meeting shall be held at the College. The Committee shall:
The Committee shall consult with and advise the President or the President's designee with respect to these matters and shall report to the Trustees such findings and recommendations as it shall deem advisable.
The Admissions and Financial Aid Committee shall give careful attention to all matters related to recruitment and admission of students to the College; and review policies and administration related to financial aid to students, including scholarship grants, loan programs, student employment and how such programs are used in combination, and shall consider the policies with respect to financial aid in relation to the budget and financial resources of the College.
The Audit Committee shall review the internal and external audit controls of the College, annually recommend the appointment of the independent auditors to the Trustees, meet at least annually with the independent accountants to review the financial statements, and review the scope and nature of the annual audit procedures. It shall report annually to the Trustees, including such findings and recommendations as it shall deem advisable.
The Development and College Relations Committee shall review the financial goals of the College as approved by the Trustees and shall identify appropriate policies for securing the funds required to support those goals. It shall consider the College's alumni and communications activities. It shall report such conclusions and recommendations as it shall deem advisable to the Trustees.
The Facilities and Properties Committee shall give careful attention to the proper maintenance, improvement, security and protection of the College's facilities and properties. The Committee shall also identify real estate which it deems appropriate for acquisition or disposition and authorize the terms therefore. It shall consult with and advise the President, or the President's designee, with respect to these matters and shall report to the Trustees such findings and recommendations as it shall deem advisable.
The Financial Planning Committee shall give careful attention to:
The Committee shall consult with and advise the President, or the President's designee, with respect to these matters and shall report to the Trustees such findings and recommendations as it shall deem advisable.
The Investment Committee is entrusted with the oversight and prudent management of the College's endowment and financial assets. It shall establish investment policies, including long-range policy targets for asset allocation, and investment objectives and goals. It shall have authority to delegate investment activities to officers and agents of the College, including investment counsel.
The Student Affairs Committee shall give careful attention to all matters relating to the nature and quality of student life at the College and the methods of promoting the best interests of the College and the students in relation thereto; and all matters of policy relating to athletics, lodging, dining and social facilities, and health and counseling services.
The Committee shall consult with and advise the President, or the President's designee, with respect to these matters and shall report to the Trustees such findings and recommendation as it shall deem advisable.
There shall be established a Subcommittee on Multicultural Affairs, consisting of members of the Committee or other members of the Trustees and at least one representative of each of the Faculty, students and alumni. The Subcommittee shall consider the College's activities related to enhancing the multicultural and socioeconomic diversity among the students, faculty and staff.
The Committee on Trustees shall give careful attention to:
The President of the College shall be elected by the Trustees to a term of office determined by the Trustees.
The President of the College shall be, ex officio, the President of the Faculty.
Chief Executive Officer
The President of the College shall be the chief executive officer of the College. The President shall, as educational and administrative head of the College, exercise general supervision over all the affairs of the College, including its financial affairs, propose policies and programs, and bring such matters to the attention of the Trustees as are appropriate to keep the Trustees fully informed to meet their policy-making responsibilities. As the chief executive officer, the President shall be empowered, on behalf of the Trustees, to appoint such officers and personnel and to perform all acts and execute all documents to make effective the actions of the Trustees or their Executive Committee. Except as otherwise provided in these By-Laws, the President shall be an ex officio member of all Standing Committees except the Audit Committee. All officers of administration and members of the teaching faculty shall be responsible to the President of the College, or to such officer or officers as the President may designate, for the satisfactory performance of their respective duties as set forth by the President, or by such officer or officers as the President may designate, except as may otherwise be provided in the Charter, these By-Laws, or by the vote of the Trustees.
The President shall have the authority to make appointments to the Faculty, except that any appointment to the tenured rank shall require a vote of the Trustees.
The President shall annually cause to have prepared a budget of estimated income and expenditures for the ensuing fiscal year and shall present this budget to the Trustees for consideration at one of their regular meetings each year. The President shall cause to have prepared such other financial reports as the Trustees may request from time to time.
The President shall annually present to the Trustees at the regular meeting following the end of the fiscal year a written report of the condition, character, and work of the College during the year then last past, including such details as to the activities of the College and will inform the Trustees of the conditions of the College and the administration of its trusts.
The President shall present to the Executive Committee at each of its regular meetings, for its consideration and recommendation to the Trustees, all regulations affecting College policy adopted since the previous regular meeting.
In order to fulfill the Trustees' responsibility for the well-being of the College, the Executive Committee shall make provision for a periodic evaluation of the President's performance by either the Executive Committee or a special committee created by the Executive Committee for that purpose. The evaluation shall include a review of the President's performance in light of institutional goals and the governance structure of the College.
In the event of a vacancy in the office of the President occurring between meetings of the Trustees, or in the event of the President's absence or disability, (the fact of such absence or disability being determined by the Executive Committee), the duties of the President's office shall be performed by such person or persons as the Executive Committee shall designate, until such absence or disability is removed, or until action shall be otherwise taken by the Trustees, or by the Executive Committee.
The President, Deans, Professors, Associate Professors, Assistant Professors, Instructors, and such administrative officers and other persons as the Trustees may specifically designate shall constitute the Faculty of the College.
The Faculty of the College shall prescribe, from time to time, such regulations, not inconsistent with the Charter and these By-Laws nor with the orders of the Trustees, as the interest of the College shall require.
The Faculty shall hold stated meetings as called by the President of the College.
The Faculty shall faithfully instruct the students in the liberal arts.
Promotion to the rank and title of Associate Professor or Professor shall confer tenure. Appointment or promotion to tenured rank shall require a vote of the Trustees. Tenure shall exist as a safeguard of academic freedom and may be terminated only for reasons of gross neglect of duty, serious misconduct, or physical or mental incapacity.
A faculty member on tenure, the termination of whose services in under consideration for any of the reasons stated in Section 4.4, shall be entitled to a hearing before the Committee on Appointments, Promotion and Tenure. At that hearing said faculty member shall be permitted to be represented by counsel. A full stenographic record of the hearing shall be kept. The Committee on Appointments, Promotion and Tenure, after considering the case, shall report its opinion with a full statement of its reasons to the President who, in turn, shall refer it, together with a presidential recommendation, to the Trustees for final action.
In connection with its employment and admission practices, the College shall be in conformity with all applicable federal and state statutes and regulations, and shall not discriminate on the basis of age, race, color, sex, marital status, religion, creed, ancestry, national and ethnic origin, sexual orientation, physical or mental handicap.
These By-Laws may be amended or repealed by vote of the Trustees at any of their regular or special meetings, provided that notice of the proposed amendment or repeal is given in the meeting notice.
The fiscal year of the College shall be the twelve months ending June 30 annually.
*Revised November 1, 2002
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