By-Laws of Bowdoin College

Chapter 1: The Board of Trustees
Chapter 2: Committees of the Board
Chapter 3: The President
Chapter 4: The Faculty
Chapter 5: General

Chapter 1: The Board of Trustees

Section 1.1

Terms

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 Governance Committee or a designate of the Chair.

Chair and Vice 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 Governance Committee.

Section 1.2

Regular Meetings

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, and to participate in the meeting, but without the right to vote:  two members of the Faculty, two students, and one representative from the Alumni Council.

Section 1.3

Special Meetings

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.

Section 1.4

Quorum

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.

Section 1.5

Consent

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.

Section 1.6

Attendance

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.

Section 1.7

Annual Budget

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.

Section 1.8

Student Charges

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.

Section 1.9

Signing of Bonds, Agreements, Contracts and Other Instruments

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 $300,000, 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.

Section 1.10

Admission/Courses, Degrees

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.

Section 1.11

Appointment of Auditor

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.

Section 1.12

Indemnification

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. 

Section 1.13

Executive Session

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.

Chapter 2: Committees of the Board

Section 2.1

Standing Committees

Each year, the following Standing Committees shall be established for the ensuing year:

  • Executive Committee
  • Academic Affairs Committee
  • Audit, Risk, and Reputation Committee
  • Beyond Bowdoin Committee
  • Governance Committee
  • Committee on Inclusion
  • Investment Committee
  • Resources Committee
  • Student Experience Committee

The Standing Committees shall have the authority set forth in Sections 2.12 and 2.20 through 2.27 below. Further, the Trustees may delegate to any such Standing Committees all or any additional portion of the authority of the Trustees, except to the extent otherwise provided in these By-Laws or prohibited by law.

Visiting and Special Committees

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.

Subcommittees

Each Committee shall have the authority to create its own Subcommittees.

The Subcommittee on Honors shall be a subcommittee of the Governance Committee and shall have the authority set forth in Section 2.28 below and any other authority which may be delegated to it by the Governance Committee.

Section 2.2

Membership of Standing Committees and Subcommittee on Honors; Other Representatives

The following Standing Committees, and the standing Subcommittee on Honors, shall be constituted as follows:

  • Executive Committee - The President of the College, the Chair of the Trustees and the Chair of each Standing Committee, provided that such Chair is also a Trustee (in the event that the Chair of a Standing Committee is not a Trustee, the Vice-Chair of that Committee, who in that case shall be a Trustee, pursuant to Section 2.10 below, shall serve). In addition, one Faculty representative, one student representative, and one Alumni Council representative may attend meetings of the Executive Committee.
  • Academic Affairs Committee - A minimum of five Trustees as members, one Faculty representative, and one student representative.
  • Audit, Risk, and Reputation Committee - A minimum of five Trustees as members.
  • Beyond Bowdoin Committee - A minimum of five Trustees as members, one Faculty representative, one student representative, and one Alumni Council representative.
  • Governance Committee - A minimum of five Trustees as members.
  • Committee on Inclusion - One Trustee member of each of the other Standing Committees as members, one Faculty representative, and one student representative.
  • Investment Committee - A minimum of five Trustees and/or Trustees Emeriti as members and one Faculty representative.
  • Resources Committee - A minimum of five Trustees as members, one Faculty representative, and one student representative.
  • Student Experience Committee - A minimum of five Trustees as members, one Faculty representative, and one student representative.
  • Subcommittee on Honors - A minimum of five Trustees as members and two Faculty representatives.

Section 2.3

Term

Except for the Chair of the Governance Committee 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.

Section 2.4

Appointment of Membership of Standing Committees; Other Representatives

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 representatives described in Section 2.2 shall be elected by, or in accordance with, such procedures as may be approved from time to time by the Faculty; and the student representatives described in Section 2.2 by, or in accordance with, such procedures as may be approved from time to time by the student body.

Section 2.5

Vacancies in Membership of Standing Committees; Other Representatives

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 representative described in Section 2.2, 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, or invited representatives, of Standing Committees shall be communicated to the Secretary of the Trustees and entered on the records.

Section 2.6

Committee Quorum

A majority of the 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.

Section 2.7

Consent

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.

Section 2.8

Attendance

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.

Section 2.9

Meetings of Standing Committees

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.

Section 2.10

Appointment of Chairs of Standing Committees

Section 2.11

Report of Standing Committees

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.

Section 2.12

Executive Committee

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:

  1. elect or remove a President of the College;
  2. alter the By-Laws of the College;
  3. sell or agree to sell tax exempt real estate held for College purposes, or locate permanent buildings thereon;
  4. fill vacancies in the Trustees.

The Executive Committee assesses the President annually, determines appropriate compensation for the President, and reviews with the President the performance and compensation recommendations for senior officers of the College.

Section 2.13

Record of Proceedings

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.

Section 2.14

Faculty, Student and Alumni Representation

At each meeting of the Executive Committee, one member of the Faculty, one student, and one member of the Alumni Council shall be entitled to be present, and 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. 

Section 2.15

Responsibilities and Reports

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.

Section 2.16

Sub-Committees

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.

Section 2.17

Annual Budget

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.

Section 2.18

Grant Hearings

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.

Section 2.19

Compensation

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.

Section 2.20

Academic Affairs Committee

The ACADEMIC AFFAIRS COMMITTEE shall stay apprised of and offer insight into developments and trends in the theory and practice of higher education, including issues of faculty, curriculum, teaching and learning, museums, libraries, diversity and inclusion, and technology. The Committee provides oversight of the quality of the College’s educational program and ensures the integrity of the tenure review process.

Section 2.21

Audit, Risk, and Reputation Committee

The AUDIT, RISK, AND REPUTATION COMMITTEE shall oversee and provide insight into financial reporting, the audit function, compliance, and risk management. The Committee recommends to the Trustees the selection of the external auditor to perform the annual audit, and reviews the College’s annual audited financial statements, reports on, and recommends those statements to the Trustees. The Committee focuses on the adequacy of financial controls, compliance with laws, regulations, and donor intent, and evaluating, monitoring, addressing and preparing for all matters of institutional risk (reputational, legal, governance, regulatory, technology, operational). The Committee ensures that all Trustees are aware of issues that relate to their role as College fiduciaries.

Section 2.22

Beyond Bowdoin Committee

The BEYOND BOWDOIN COMMITTEE shall provide oversight and insights into the efforts to most effectively connect alumni with the College and each other through networking, life-long learning opportunities, career planning support, and direct engagement with the College such as admissions, athletics, cultural programs, and others. These programs are built on collaborations between the alumni and development staff and campus colleagues in Academic Affairs, Communications, Student Affairs, Athletics, Career Planning, Admissions, and Information Technology, among others. The effort to foster lifelong connections also includes programs that are driven by stage of life, professional interest, identity, membership in Bowdoin student organizations, academic departments and majors, and geographic location, among many others.

Section 2.23

Governance Committee

The GOVERNANCE COMMITTEE shall recommend candidates for nomination and election as Trustees, paying particular attention to both individual qualifications and backgrounds and the overall composition of the skills, experiences, and identities reflected in the Trustees’ make-up. The Committee provides oversight and insight into practices, strategies, and policies for orientation, organization, engagement, and assessment of individual Trustees and the Trustees as a whole. It assesses the effectiveness of the Trustees as a whole, as well as of individual Trustees.

Section 2.24

Committee on Inclusion

The COMMITTEE ON INCLUSION shall provide oversight and insight into the work done by each of the Standing Committees on issues of diversity and inclusion with respect to race, ethnicity, economic class, first-generation college attendees, gender, religion, sexuality, and political view, among other dimensions.

Section 2.25

Investment Committee

The INVESTMENT COMMITTEE shall establish investment policy and in conjunction with the Resources Committee spending policy that enables the endowment to provide a meaningful, sustainable flow of funds to support the current academic mission of the College while preserving the purchasing power of the endowment to provide support for future programs. The investment staff works in conjunction with committee members to implement investment policy. The staff oversees the daily operations of the endowment.

Section 2.26

Resources Committee

The RESOURCES COMMITTEE shall provide oversight and insights on issues of financial resources, debt management, budgeting, physical plant, and fundraising. The Committee offers insights, considers proposals, and makes recommendations to the Trustees concerning the annual operating and capital budgets, new construction and renewal of facilities, the issuance of debt, the annual increases in the comprehensive fee, and the endowment spending policy. The Committee reviews periodic updates to long-range financial projections. The Committee offers insights into the timing, size, and scope of major fundraising initiatives, and where appropriate makes recommendations to the Trustees on these initiatives.

Section 2.27

Student Experience Committee

The STUDENT EXPERIENCE COMMITTEE shall provide oversight and insights on matters of the student experience from prospective applicants to graduation. Areas of attention include issues of the applicant pool, including academic excellence, personal character, and racial, ethnic, and economic diversity, among other dimensions of difference, and financial aid in relation to Bowdoin’s financial resources. The Committee considers student academic and intellectual life, co-curricular and extracurricular experiences, study away and career planning, the development of a campus environment that is inclusive and where honest and respectful discourse and debate are encouraged, and the general physical, psychological, and spiritual well-being of students.

Section 2.28

Subcommittee on Honors

i. The SUBCOMMITTEE ON HONORS shall evaluate and recommend to the Trustees individuals who may receive one of the College’s prestigious awards. The Subcommittee identifies, evaluates and recommends candidates for honorary degrees, the Common Good Award, and The Bowdoin Prize. The Subcommittee considers the appropriate naming of facilities.

Chapter 3: The President

Section 3.0

Election of President

The President of the College shall be elected by the Trustees to a term of office determined by the Trustees.

Section 3.1

Ex Officio

The President of the College shall be, ex officio, the President of the Faculty.

Section 3.2

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, Risk, and Reputation 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.

Section 3.3

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.

Section 3.4

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.

Section 3.5

Annual Report

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.

Section 3.6

College Regulations

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.

Section 3.7

Evaluation

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.

Section 3.8

Vacancy

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.

Chapter 4: The Faculty

Section 4.0

Membership of Faculty

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.

Section 4.1

Regulations by Faculty

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.

Section 4.2

Meetings

The Faculty shall hold stated meetings as called by the President of the College.

Section 4.3

Instruction

The Faculty shall faithfully instruct the students in the liberal arts.

Section 4.4

Tenure

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. 

Section 4.5

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.

Chapter 5: General

Section 5.0

No Discrimination

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.

Section 5.1

Amendments to By-Laws

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.

Section 5.2

Fiscal Year

The fiscal year of the College shall be the twelve months ending June 30 annually.

*Revised June 20, 2017