Bylaws of Bowdoin College
AMENDED AND RESTATED BYLAWS OF BOWDOIN COLLEGE
As amended through May 14, 2021
ARTICLE II - CORPORATE OFFICES
ARTICLE V - BOARD; COMMITTEES; MEETINGS
ARTICLE VIII - INDEMNIFICATION
ARTICLE IX - CONFLICT OR DUALITY OF INTEREST
ARTICLE X - CONTRACTS, BANK ACCOUNTS, ETC.
ARTICLE XI - GENERAL PROVISIONS
DEFINITIONSWhen used in these Amended and Restated Bylaws (“Bylaws”), the terms defined below shall have the meanings specified:
- The “Articles” (which also may be referred to, from time to time, as the “Charter”) shall mean the Articles of Incorporation of the College for purposes of the Corporation Act, including the charter of the College dated June 24, 1794, and any and all amendments thereto and restatements thereof, as then in effect.
- The “Board” shall mean the board of directors of the College, which shall be referred to as the “Board of Trustees.”
- The “Chair” shall mean the chair of the Board.
- The “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations thereunder, as from time to time in effect (or the corresponding provision of any future United States Internal Revenue Law).
- The “College” shall mean Bowdoin College, a Maine nonprofit corporation.
- The “Corporation Act” shall mean the Maine Nonprofit Corporation Act, Title 13-B of the Maine Revised Statutes, as then in effect.
- The “State” shall mean the State of Maine.
- A “Trustee” (or “Trustees”) shall mean a director (or directors) of the College, as defined in the Corporation Act.
- “Trustee Emeritus” (or “Trustees Emeriti”) shall mean a former director (or directors) of the College who has (or have) been designated as such by the Board, and who shall serve as such until their earlier death, resignation, or removal, and who shall have no authority in such capacity to manage or direct the affairs and activities of the College.
- The “Vice Chair” shall mean the vice chair of the Board.
SECTION 2.1 Principal Office. The principal office of the College shall be located at such place as the Board may designate from time to time.
SECTION 2.2 Registered Office. The registered office of the College in the State shall be at 5600 College Station, Brunswick, ME 04011, or at such other address as the registered agent of the College shall maintain.
SECTION 2.3 Other Offices. The College may have offices at such other places either within or without the State as the Board may determine or as the College’s activities may require.
SECTION 3.1 Purposes. The College is and shall at all times be organized and operated exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Code, including but not limited to operating an independent, non-sectarian, highly selective, coeducational, residential, undergraduate liberal arts college. Notwithstanding any other provision of these Bylaws, the College shall not carry on any other activities, or exercise any power, not permitted to be carried on (a) by a corporation exempt from federal income tax under the Code or (b) by a corporation contributions to which are deductible under Section 170(c)(2) of the Code.
SECTION 3.2 Powers. The College shall have all powers, rights, privileges, and immunities, and shall be subject to all of the liabilities conferred or imposed by law upon corporations of this nature, provided that no part of the net earnings of the College shall inure to the benefit of any Trustee or officer of the College, or any private individual (except that reasonable compensation may be paid for services rendered to or for the College in carrying out one or more of its purposes). No substantial part of the activities of the College shall be the carrying on of propaganda, or otherwise attempting to influence legislation; provided, however, that, notwithstanding the foregoing, nothing in this Section shall be construed to prevent the College from making the election available under Section 501(h) of the Code. During any tax year for which an election under Section 501(h) of the Code shall be in effect for the College, “direct lobby expenditures” and “grass roots expenditures” by the College in any given tax year shall not exceed the applicable limits under Section 501(h) of the Code. The College shall not, in any manner or to any extent, participate or intervene, including publishing or distribution of statements, in any political campaign on behalf of or in opposition to any candidate for public office.
SECTION 3.3 Distribution on Dissolution. Upon the dissolution of the College or the termination of its activities, no Trustee or officer of the College, or any private individual, shall be entitled to share in the distribution of any of the corporate assets, and the assets of the College remaining after the payment of all its liabilities shall be distributed exclusively to one or more organizations as identified by the Board that are then exempt from federal income taxation under Section 501(a) of the Code as organizations described in Section 501(c)(3) of the Code.
SECTION 3.4 Tax Exempt Status. It is intended that the College shall have and continue to have the status of a corporation which is exempt from federal income tax under Section 501(a) of the Code, as an organization described in Section 501(c)(3) of the Code. The Articles and these Bylaws shall be construed accordingly, and all powers and activities shall be limited accordingly. With respect to any taxable year or years of the College during which it is a private foundation as defined in Section 509 of the Code, the College shall make distributions for such years at such times and in such manner as not to subject the College to tax under Section 4942 of the Code, and the College shall not (a) engage in any act of self-dealing, as defined in Section 4941(d) of the Code; (b) retain any excess business holdings, as defined in Section 4943(c) of the Code; (c) make any investments or otherwise acquire assets in such manner as to subject the College to tax under Section 4944 of the Code; or (d) make any taxable expenditures, as defined in Section 4945(d) of the Code.
MEMBERSHIPSECTION 4.1 Members. The College shall have no members.
BOARD; COMMITTEES; MEETINGS
SECTION 5.1 General Powers. The Board shall have full authority to manage and direct the affairs and activities of the College and may exercise all powers of the College and do all lawful acts and things necessary or appropriate to carry out the purposes of the College. By way of example and without limitation: (a) the Board from time to time shall prescribe requirements for the admission of students to the College, the courses of study, and requirements for the award of degrees; (b) any appointments or promotions to the rank and title of Associate Professor or Professor, which shall confer tenure, shall require Board approval; (c) each year, the Board shall consider and adopt a budget of estimated income and expenditures for the ensuing fiscal year, shall appropriate funds in accordance therewith, and from time to time may amend said budget and approve supplemental expenditures; (d) through the annual budget process, the Board shall set tuition and fees, subject to adjustment thereafter with the approval of the President and Treasurer; and (e), each year, the Board shall appoint a certified public accounting firm to audit the books and accounts of the College and to report to the Trustees on said audit.
SECTION 5.2 Number. The number of Trustees constituting the Board shall be no fewer than thirty-five (35) and no more than forty-five (45), except as the Articles otherwise may provide. The number of Trustees shall be the number fixed by resolution of the Board at any time or, in the absence thereof, shall be the number of Trustees in office immediately following the most recent election of Trustees.
SECTION 5.3 Qualifications. Trustees need not be residents of the State. At no time shall more than forty-nine percent (49%) of the Trustees be “financially interested” directors, as defined in the Corporation Act.
SECTION 5.4 Election and Term. Unless otherwise provided by the Articles and except as provided herein with regard to ex officio Trustees and otherwise, Trustees shall be elected at the annual meeting of the Board by the affirmative vote of a majority of the Trustees present and voting. Every second year, one (1) Trustee shall be elected from among up to four (4) nominees presented by a group comprising (2) members of the College’s Alumni Council and two (2) directors of the College’s Alumni Fund, acting in consultation with the chair of the Governance Committee or such chair’s designee. With the exception of ex officio Trustees, each Trustee shall serve for a term of five (5) years commencing the July 1 following such Trustee’s election; provided, however, that, in the case of a Trustee initially elected to fill the partial, unexpired term of a departing Trustee, in the event that reelection of such replacement Trustee to any full five (5)-year renewal term would result in that Trustee serving more than fifteen (15) consecutive years (as measured from the July 1 nearest to the date of that Trustee’s initial election), that Trustee shall be elected to an abbreviated renewal term of five (5) years less the length of time served in any partial, unexpired term upon the Trustee’s initial election (as adjusted so that such abbreviated renewal term expires on the June 30 nearest to the date fifteen (15) years after the July 1 nearest to the date of the Trustee’s initial election). Each Trustee shall hold office until the expiration of the term for which such Trustee is elected, or until such Trustee’s earlier resignation, removal from office, death, or incapacity. Each Trustee may serve for no more than fifteen (15) consecutive years, as measured from the July 1 nearest to the date of the Trustee’s initial election, without a break in service; provided, however, that any time served by a Trustee prior to January 31, 2018, shall not be counted toward this term limit.
SECTION 5.5 Resignation. Any Trustee may resign at any time by giving written notice to the
Chair or Secretary. Such resignation shall take effect on the date of receipt or at any later time specified therein.
SECTION 5.6 Removal. The Board may remove any Trustee, with or without cause, by the affirmative vote of at least two-thirds (2/3) of the Trustees then in office.
SECTION 5.7 Vacancies. Vacancies in the Board, including those created by an increase in the number of Trustees or by resignation or removal, may be filled by the affirmative vote of a majority of the Trustees then in office, even if less than a quorum, or by a sole remaining Trustee. Any Trustee elected to fill any vacancy shall be elected for the unexpired term of such Trustee’s predecessor.
SECTION 5.8 Board Meetings. Regular meetings of the Board, one of which shall be the annual meeting, shall be held at least three (3) times per year, at such place, date, and hour as the Board may determine. Special meetings of the Board may be called by the Chair, the President, the Executive Committee, or by any ten (10) Trustees.
SECTION 5.9 Committees.
(a) Standing Committees. Subject to the membership qualifications and procedures set forth in this Section 5.9(a), the Chair, in consultation with the President and Vice Chair, shall designate and may remove the members of the following Standing Committees: an Executive Committee; an Academic Affairs Committee; an Audit, Risk, and Reputation Committee; a Beyond Bowdoin Committee; a Governance Committee; a Committee on Inclusion; an Investment Committee; a Resources Committee; and a Student Experience Committee. The Standing Committees shall have the authority set forth below. Further, the Board may delegate to any such Standing Committees all or any additional portion of the authority of the Board, except to the extent otherwise provided in these Bylaws or prohibited by law. Other than the Audit, Risk, and Reputation Committee, the Executive Committee, the Governance Committee, the Committee on Inclusion, and the Investment Committee, whose composition shall be as expressly set forth below, each Standing Committee shall comprise a minimum of any five (5) Trustees as members, in addition to the President, who shall serve ex officio. Other than the Investment Committee, of which a minority of members may be Trustees Emeriti or other individuals who are not Trustees, all of the members of Standing Committees shall be Trustees.
(i) Executive Committee. The Executive Committee comprises the President, the Chair, and the chair of each Standing Committee, provided that such chair is also a Trustee (in the event that the chair of the Investment Committee is not a Trustee, the vice chair of that Committee, who in that case shall be a Trustee, pursuant to Section 5.9(d), shall serve). The Chair shall serve, ex officio, as the chair of the Executive Committee. In addition, The Executive Committee, when the Trustees are not in session, shall possess the powers of the Trustees, and may act on behalf of the Trustees; provided, however, that the Executive Committee may not:
(A) elect or remove the President;
(B) amend these Bylaws;
(C) sell or agree to sell tax-exempt real estate held for College purpose, or locate permanent buildings thereon;
(D) elect or remove Trustees; or
(E) undertake any other action that would be prohibited by the Corporation Act.
The Executive Committee shall assess the President annually and, in accordance with Section 6.8, determine appropriate compensation for the President and review with the President the performance and compensation recommendations for the principal administrative officials of the College.
(ii) 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.
(iii) Audit, Risk, and Reputation Committee. The Audit, Risk, and Reputation Committee shall comprise a minimum of any five (5) Trustees as members. 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, reviews the College’s annual audited financial statements, and reports on and recommends action with respect to 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 matters of institutional risk (including reputational, legal, governance, regulatory, technology, and operational). The Committee ensures that all Trustees are aware of issues that relate to their role as College fiduciaries.
(iv) Beyond Bowdoin Committee. The Beyond Bowdoin Committee shall provide oversight and insights into the efforts to connect alumni with the College and each other most effectively 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 the Academic Affairs, Communications, Student Affairs, Athletics, Career Planning, Admissions, and Information Technology offices, among others. The effort to foster lifelong connections also includes programs that are driven by stage of life, professional interest, identity, membership in student organizations, academic departments and majors, and geographic location, among many others.
(v) Governance Committee. The Governance Committee comprises a minimum of five (5) Trustees, of which one shall be the Vice Chair, as members, in addition to the President, who shall serve ex officio. The Vice Chair shall serve, ex officio, as chair of the 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.
(vi) Committee on Inclusion. The Committee on Inclusion is composed of one member of each of the other Standing Committees, in addition to the President, who shall serve ex officio. 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, disability, first-generation college attendees, gender, religion, sexuality, and political view, among other dimensions.
(vii) Investment Committee. The Investment Committee comprises a minimum of five (5) members, in addition to the President, who shall serve ex officio. 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.
(viii) 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.
(ix) 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.
(b) Other Committees. In addition to such Standing Committees, the Board may establish such other Committees as the Board from time to time may deem, in its discretion, to be appropriate to carry out the purposes and objectives of the College. The Chair, in consultation with the President and Vice Chair, may designate and remove the members of such other Committees. The Board may delegate to any such Committees all or any portion of the authority of the Trustees, except to the extent otherwise provided in these Bylaws or prohibited by law.
(i) Subcommittee on Honors. Subject to the membership qualifications and procedures set forth in this Section 5.9(c)(i), the Chair, in consultation with the President and Vice Chair, shall designate, and may remove, the members of a standing Subcommittee on Honors, which shall be a Subcommittee of the Governance Committee. 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. Further, the Governance Committee may delegate to the Subcommittee all or any additional portion of the authority of the Governance Committee, except to the extent otherwise provided in these Bylaws or prohibited by law. The Subcommittee shall comprise a minimum of five (5) Trustees as members. All of the members of the Subcommittee shall be Trustees.
(ii) Other Subcommittees. Each Committee shall have authority to establish one or more Subcommittees and to designate and remove the members thereof, as such Committee from time to time may deem, in its discretion, to be appropriate to carry out the purposes and objects of the Committee, and may delegate to any such Subcommittee all or any portion of the authority of the Committee, except to the extent otherwise provided in these Bylaws or prohibited by law.
(d) Committee Membership; Vacancies; Chairs. Except to the extent that Committee and Subcommittee membership is set forth specifically pursuant to Section 5.9(a) and (c) above, individuals who are not Trustees may serve on Committees and Subcommittees, and the membership of Subcommittees need not be limited to members of the associated Committee. A vacancy in the membership of any Committee or Subcommittee, however occurring, shall be filled in the manner prescribed in these Bylaws for the original designation of the member whose departure caused the vacancy. Unless otherwise provided in these Bylaws, the Chair, in consultation with the President and Vice Chair, may appoint from among the members of each Committee and of the standing Subcommittee on Honors, and may remove, the chair of such Committee or standing Subcommittee. Each other Subcommittee may appoint and remove its own chair. In the case of the Investment Committee, in the event that the chair is a Trustee Emeritus, the Chair also shall appoint (and may remove) a vice chair of the Committee, who shall be a Trustee. The Chair shall not serve as the chair or vice chair of a Committee which is represented on the Executive Committee. Each Committee and Subcommittee shall meet not less often than once annually at the call of its chair or of a quorum, and shall keep (and deliver to the Secretary copies of) regular minutes of its meetings, including the vote of each member upon all questions. Each Committee and Subcommittee shall report to the Board at the request of the Chair, or at the request of the Board.
SECTION 5.10 Faculty, Student, and Alumni Representation. For each meeting of the Board, two (2) Faculty representatives, two (2) student representatives, and one (1) representative of the Alumni Council shall receive due notice, and shall be entitled to be present and to participate, but shall have no right to vote on any matters coming before the Board. For each meeting of the Executive Committee and the Beyond Bowdoin Committee, one (1) Faculty representative, one (1) student representative, and one (1) representative of the Alumni Council shall receive due notice, and shall be entitled to be present and to participate, but shall have no right to vote on any matters coming before such Committee. For each meeting of the Academic Affairs Committee, the Committee on Inclusion, the Resources Committee, and the Student Experience Committee, one (1) Faculty representative and one (1) student representative shall receive due notice, and shall be entitled to be present and to participate, but shall have no right to vote on any matters coming before such Committee. For each meeting of the Investment Committee, one (1) Faculty representative shall receive due notice, and shall be entitled to be present and to participate, but shall have no right to vote on any matters coming before such Committee. For each meeting of the Subcommittee on Honors, two (2) Faculty representatives shall receive due notice, and shall be entitled to be present and to participate, but shall have no right to vote on any matters coming before such Subcommittee. In each case, such Faculty, student, and Alumni Council representatives may be designated and removed by the Chair, in consultation with the President and Vice Chair, and after consultation with (in the sole discretion of the Chair) other Faculty, students, and Alumni Council members, respectively. Notwithstanding the foregoing, the Board or the Chair, or any Committee or Subcommittee or the chair of either, may elect, in the sole discretion of such body or person, to exclude any such nonvoting observer or observers, or any other observer or observers, from all or any portion of any meeting of that body whenever the Board or the Chair, or the Committee or Subcommittee or its chair, as the case may be, in the sole discretion of such body or person, deems appropriate.
SECTION 5.11 Notice. Notice of the place, date and hour of each meeting of the Board, Committee, or Subcommittee (a) shall be mailed to each member of such body, as the case may be, addressed to such member’s residence or usual place of business, at least five (5) days before the meeting (exclusive of the day of mailing and the day for which notice is given) or (b) shall have been sent to such member by e-mail or other form of electronic transmission, or received by such member in person, by telephone, or by overnight courier or express delivery at least twenty-four (24) hours before the meeting. Except as otherwise expressly required by the Corporation Act, the Articles, or these Bylaws, notices of meetings need not describe the purposes of, or business to be transacted at, the meeting. Notice of any meeting of such a body need not be given to any member of the body who is present at such meeting or who signs a written waiver of notice, either before or after the meeting. Notice of adjournment of any meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. Notwith¬standing any provision of these Bylaws, defects in the calling or notice of a meeting shall be deemed waived to the extent provided by the Corporation Act.
SECTION 5.12 Quorum; Voting. At each meeting of the Board or any Committee or Subcommittee, a majority of the members of that body then in office shall constitute a quorum for the transaction of business. Each member of that body shall have one vote. Except as otherwise provided by the Corporation Act, the Articles, or these Bylaws, the vote of a majority of the members of that body who are present at a meeting at which a quorum is present shall constitute the act of that body.
SECTION 5.13 Attendance; Telephonic Meetings. Each member of the Board and of any Committee or Subcommittee is expected to attend all meetings of such body, unless excused by such body, the Chair, or its chair, as applicable. Trustees are expected to be physically present at all regular meetings of the Board. Any Board, Committee, or Subcommittee member other than those serving as such in an ex officio capacity may be removed for failure to comply with minimum attendance requirements that may be established from time to time by the body of which such person is a member. Notwithstanding the foregoing, members of the Board or of any Committee or Subcommittee may participate in a meeting of such body by means of a conference telephone, video conferencing, or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
SECTION 5.14 Written Consent. Any action required or permitted to be taken at a meeting of the Board or of any Committee or Subcommittee may be taken without a meeting if written consents, setting forth the action taken, are signed (at any time before or after the intended effective date of such action) by all members of such body. Such consents shall be filed with the Secretary as part of the corporate records. For purposes of this section, an e-mail message sent by an individual member of the Board, Committee, or Subcommittee in a manner evidencing an intention to consent to a given action may be deemed the signed written consent of that person whenever authorized by the Chair or the Board.
SECTION 5.15 Compensation. No member of the Board or of any Committee or Subcommittee shall receive any stated salary for such member’s services as such; provided, however, that, by resolution of the Board, members of the Board and of Committees and Subcommittees may be reimbursed for expenses incurred in the performance of their duties and the expenses of attendance, if any, at each regular or special meeting of the body or bodies of which they are members, and that, except as otherwise provided by law, the Articles and these Bylaws, no Trustee or Committee or Subcommittee member shall be precluded from serving the College in any other capacity and receiving compensation for such service.
SECTION 5.16 Confidentiality. Members of the Board, Committees, and Subcommittees, and faculty, student, and alumni representatives present at any meetings thereof, shall maintain as confidential information relating to the College or its activities received in the course of their service as such.
SECTION 6.1 Officers. The principal officers shall be the Chair, the Vice Chair, and a President, a Treasurer, and a Secretary of the College, and such other officers, including without limitation one or more Vice Presidents of the College, as may from time to time be deemed appropriate by the Board. In addition, the President may appoint such other officers, including without limitation one or more Assistant Vice Presidents, Assistant Treasurers, and Assistant Secretaries of the College, as the President may from time to time deem appropriate. Any two (2) or more offices may be held by the same person, provided that the College shall have at least two (2) individuals as officers. Other than the Chair and the Vice Chair, who shall be Trustees, and the President, who shall serve, ex officio, as a Trustee, all officers may, but need not be, members of the Board.
SECTION 6.2 Election. The Chair and the Vice Chair shall be elected from time to time by the Board for non-concurrent terms of up to three (3) years each from among Trustees nominated by an ad hoc nominating committee comprising a minimum of four (4) Trustees, one of whom shall be the President. The President, Treasurer, Secretary, and any Vice Presidents of the College may be elected by the Board at any time. Other officers may be elected by the Board or appointed by the President at any time.
SECTION 6.3 Term of Office. Other than the Chair and Vice Chair, who may serve for no more than two (2) consecutive three (3)-year terms without a break in service, officers shall not be subject to term limits, and shall hold office until their successors are chosen and have qualified, or until their earlier resignation or removal from office, death, or incapacity.
SECTION 6.4 Resignation. Any officer may resign by giving written notice to the Chair of the Board or Secretary. Unless otherwise specified therein, a resignation shall take effect upon receipt of such notice, and the acceptance of such resignation shall not be necessary to make it effective.
SECTION 6.5 Removal. All officers serve at the pleasure of the Board and may be removed at any time by the Board, with or without cause. Officers appointed by the President also may be removed by the President at any time, with or without cause. Removal from office, however effected, shall not prejudice the contract rights, if any, of the officer removed, nor shall election or appointment of an officer of itself create contract rights.
SECTION 6.6 Vacancies. A vacancy in any office, however occurring, shall be filled in the manner prescribed by these Bylaws for regular election or appointment to such office; provided, however, that in the absence, disability, or incapacity of the President, as determined by the Executive Committee in its discretion, the Executive Committee may act to fill the vacancy created thereby only on an interim basis, pending the resolution of such absence, disability, or incapacity, or pending action by the full Board to fill such vacancy.
SECTION 6.7 Powers and Duties. Except as hereinafter provided and subject to the control of the Board, each officer shall have such powers and duties as are customarily incident to such office, as may be determined by the Corporation Act or these Bylaws, or as the Board otherwise may prescribe.
(a) Chair. The Chair shall preside at all meetings of the Board and may cast a vote on all questions. The Chair shall have authority to institute or defend legal proceedings whenever the Trustees are deadlocked.
(b) Vice Chair. In the absence, disability, incapacity, or refusal to act of the Chair, the Vice Chair shall be vested with all the powers and shall perform all the duties of the Chair.
(c) President. The President shall be the chief executive officer of the College. As educational and administrative head of the College, the President shall be responsible for the day-to-day activities of the College, including management of the business affairs of the College, implementation of the policies of the College, and the use of facilities and resources of the College. The President annually shall cause to be prepared a budget of estimated income and expenditures for the ensuing fiscal year and shall present this budget to the Board for consideration, and shall be responsible for administration of the Board-approved budget. The President shall have oversight of the College’s employees, including full authority, subject only to the Board’s right to approve appointments or promotions to the tenured rank in accordance with Section 5.1, to appoint and remove agents and employees and to prescribe their powers and duties. The President shall from time to time, and whenever requested, report to the Board all matters within the President’s knowledge which the interest of the College may require to be brought to its notice.
(d) Treasurer. The Treasurer shall have charge of, and be responsible for, all funds and securities of the College, shall maintain full and accurate accounts of the College’s disbursements and receipts, shall report to the Board from time to time on the financial condition of the College, and shall otherwise exercise the powers and perform the duties incident to the office of Treasurer. The Treasurer may certify or attest documents executed on behalf of the College.
(e) Secretary. The Secretary (or, in the absence of the Secretary, another person designated by the Chair) shall attend all meetings of the Board and record their proceedings. The Secretary shall place such records, after approval by the Board, in the books to be kept for that purpose. The Secretary may give, or cause to be given, notice of all meetings of the Board. The Secretary shall keep records of all meetings of the Board, Committees, and Subcommittees. The Secretary may certify all votes, resolutions, and actions of the Board, Committees, and Subcommittees, and may attest all documents executed on behalf of the College.
(f) Assistant Officers. Assistant Treasurers and Assistant Secretaries shall perform such duties as from time to time may be assigned to them by the Board or President, or by (respectively) the Treasurer or Secretary. At the request of the Treasurer or Secretary, or in case of such Treasurer or Secretary’s absence or inability to act, any Assistant Treasurer or Assistant Secretary (respectively) may act in such Treasurer or Secretary’s place.
SECTION 6.8 Compensation. Consistent with Section 5.9(a)(i), the Executive Committee shall set the compensation of the President, subject to the Board’s power to approve the annual budget. The compensation of all other officers and employees of the College shall be set by the President, again consistent with Section 5.9(a)(i), subject to Executive Committee review and the Board’s power to approve the annual budget.
SECTION 6.9 Registered Agent. The College shall have and continuously maintain a registered agent, who shall be a resident of the State whose business office is identical to the registered office, or a domestic corporation (or foreign corporation authorized to transact business in the State) whose business office is identical to the registered office, and who shall not be deemed an officer of the College. The position of registered agent shall be ministerial in nature, and the registered agent, in the registered agent’s capacity as such, shall have no authority to engage in any policy making function on behalf of the College, or to enter into contracts or incur debts on behalf of the College. The registered agent may, but need not, hold another position as an officer of the College.
SECTION 7.1 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. The President shall be, ex officio, the President of the Faculty. Capitalized terms used in this Section 7.1 and not specifically defined in these Bylaws shall have the same meanings given them in the College’s Faculty Handbook.
SECTION 7.2 Rules and Regulations. Subject to the approval of the Board, the Faculty from time to time may prescribe rules and regulations governing the Faculty’s affairs, including without limitation those contained in the College’s Faculty Handbook, as are not inconsistent with the Articles or these Bylaws.
SECTION 7.3 Termination of Tenure for Cause. Tenure shall exist as a safeguard of academic freedom and may be terminated only for Cause. For purposes of this Section 7.3, “Cause” shall mean gross neglect of duty, serious misconduct, or physical or mental incapacity.
SECTION 8.1 Mandatory Indemnification of Trustees and Officers. Except to the extent expressly prohibited by law or by the Articles or these Bylaws, the College shall in all cases indemnify any existing or former Trustee or officer of the College who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or other proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such Trustee or officer is or was a Trustee, officer, employee, or agent of the College or is or was serving at the request of the Board as a director, officer, trustee, partner, manager, fiduciary, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, pension or other employee benefit plan, or other enterprise, or by reason of such Trustee’s or officer’s conduct in any such capacity, against expenses (including, without limitation, costs of investigation and attorneys’ fees, judgments, fines, penalties, and amounts paid in settlement) actually and reasonably incurred by such Trustee or officer in connection with such action, suit, or proceeding; provided, however, that indemnification shall not be mandatory in respect of (a) any action or claim by such person against the College, or against one or more Trustees or officers of the College in their capacities as such, or (b) any action or claim by or in the right of the College against such person if such action or claim was approved, prior to the filing thereof, by the affirmative vote of at least two-thirds of the Trustees then in office.
SECTION 8.2 Permissive Indemnification. Except to the extent that indemnification is mandatory under Section 8.1 above, the College may, but shall not be required to, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or other proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a Trustee, officer, employee, or agent of the College or is or was serving at the request of the College as a director, officer, trustee, employee, partner, manager, fiduciary, or agent of another corporation, partnership, limited liability company, joint venture, trust, pension or other employee benefit plan, or other enterprise, or by reason of such person’s conduct in any such capacity, against expenses (including, without limitation, costs of investigation and attorneys’ fees, judgments, fines, penalties, and amounts paid in settlement) actually and reasonably incurred by such person in connection with such action, suit, or proceeding. Such indemnification shall be subject to any restrictions imposed by applicable law or by the Board in its discretion.
SECTION 8.3 Indemnification Not Permitted. The College shall not indemnify a person under this Article if such person breached such person’s duty to act in good faith and in a manner believed to be in or not opposed to the best interests of the College; or, in the case of any criminal proceedings, if such person had reasonable cause to believe such person’s conduct was unlawful. Likewise, the College shall not indemnify a person under this Article in connection with a proceeding by or in the right of the College in which that person was or is adjudged liable to the College, or in connection with any other proceeding charging improper personal benefit to that person, whether or not involving action in that person’s official capacity, in which that person was adjudged liable on the basis that personal benefit was improperly received by that person.
SECTION 8.4 Advance Payment of Expenses.
(a) With respect to any claim for which indemnification is mandatory under Section 8.1 or permissible under Section 8.2 above, all expenses reasonably incurred by any existing or former Trustee or officer in connection with such claim may, in the discretion of the Board, be paid by the College in advance of the final disposition of the action, suit, or proceeding in which such claim is asserted or threatened.
(b) Notwithstanding paragraph (a) of this Section, no advance payment of expenses shall be made hereunder unless the College shall be in receipt of:
(i) A written undertaking by or on behalf of the indemnified person to repay that amount if such person is finally adjudicated not to be entitled to indemnification by the College; and
(ii) A written affirmation by the indemnified person that such person (A) acted honestly and in the reasonable belief that such person’s action was in or not opposed to the best interests of the College and (B) with respect to any criminal action or proceeding, that such person did not have reasonable cause to believe that such person’s conduct was unlawful.
The undertaking required by clause (i) of this paragraph (b) shall be an unlimited general obligation of the person seeking the advance, but (except to the extent otherwise provided by the Board pursuant to paragraph (b) of this Section) shall not be secured and shall be accepted without reference to financial ability to make the repayment.
SECTION 8.5 Nonexclusive Remedy; Benefit. The rights provided by this Article shall not be deemed exclusive of any other right of indemnification or payment provided by contract, the Articles, vote of Trustees, or otherwise. Any right of indemnity or payment arising under this Article shall continue as to a person who has ceased to hold the office or position in which such right arose; shall inure to the benefit of such person’s heirs, executors, and administrators; and shall survive any subsequent amendment of this Article.
SECTION 8.6 Insurance. The College may purchase and maintain insurance on behalf of itself and any person who is or was a Trustee, officer, employee, or agent of the College, or is or was serving at the request of the College as a director, officer, trustee, partner, manager, fiduciary, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, pension or other employee benefit plan, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the College would have the power to indemnify such person against such liability under the Corporation Act.
CONFLICT OR DUALITY OF INTEREST
SECTION 9.1 Conflicts of Interest Policy. The College shall adopt and maintain a conflict of interest policy, a copy of which shall be provided to each Trustee upon election to the Board and at any time that the policy is amended thereafter.
CONTRACTS, BANK ACCOUNTS, ETC.
SECTION 10.1 Execution of Documents. Except as limited by law, the Articles, or these Bylaws, and unless otherwise expressly provided by any resolution of the Board, the President and Treasurer, and either of them, acting singly, shall have authority to execute and deliver, in the name and on behalf of the College, any contract, bill, note, check, deed, mortgage, bill of sale, or other document, agreement, or instrument.
SECTION 10.2 Bank Accounts. Unless otherwise expressly provided by any resolution of the Board, the President and Treasurer, and either of them, acting singly, may open, close, and maintain deposit, checking, money market, and similar accounts with banks, trust companies, and other depositories in the name of the College and may purchase and sell certificates of deposit and similar instruments on behalf of the College. The Board may make such special rules and regulations with respect to such activities as it deems expedient.
SECTION 10.3 Authority to Vote Shares. Unless otherwise expressly provided by resolution of the Board, the Chair, Treasurer, and Secretary, and any one of them, acting singly, shall have authority to vote (either in person or by proxy) any shares of other corporations standing in the name of the College.
SECTION 11.1 No Discrimination. The College shall adopt and maintain a non-discrimination policy, a copy of which shall be provided to each Trustee upon election to the Board and at any time that the policy is amended thereafter.
SECTION 11.2 Fiscal Year. The fiscal year of the College shall end on June 30 of each year, except as otherwise fixed by resolution of the Board.
SECTION 11.3 Corporate Seal. The College may have a seal in such form as the Board or the registered agent may approve. Whenever it is inconvenient to use the corporate seal, a facsimile thereof may be used. The registered agent and any officer of the College shall have authority to affix the corporate seal, and it may be attested by such person’s signature.
SECTION 11.4 Facsimile, Conformed, or Electronic Signatures. Unless prohibited by law or resolution of the Board, facsimile, conformed, or electronic signatures of any officer of the College may be used whenever such officer’s signature on behalf of the College is otherwise authorized. The College may rely upon the facsimile, conformed, or electronic signature of any person if delivered by or on behalf of such person in a manner evidencing an intention to permit such reliance. A document delivered by e-mail or other means of electronic transmission shall be deemed, upon receipt by the College, in legible form, to constitute a writing even if not reproduced in paper form. Any such electronic transmission sent by a Trustee in a manner evidencing an intention to consent to a given action shall be deemed to be signed if such transmission sets forth, or is delivered with, information by which the College can in good faith determine that the transmission is sent by such person or by an agent authorized to deliver such consent for such person.
SECTION 11.5 Amendment of Articles and Bylaws. Except as otherwise provided by law or the Articles, the Articles may be amended or restated by the affirmative vote of a majority of the Trustees then in office. Except as the Corporation Act or the Articles otherwise provide, the Bylaws may be amended, restated, or repealed, and new bylaws may be adopted, by the Board. For any meeting at which the Articles are to be amended or restated, or Bylaws are to be adopted, amended, or repealed, specific notice of such proposed action shall be given, either setting out the text of the proposed adoption, amendment, repeal, or restatement, or summarizing the changes to be effected by such action.
SECTION 11.6 Interpretation. Headings and captions used herein are inserted for convenience only and shall not be used to construe the scope or content of any provision. In the case of any conflict between the provisions of the Articles and these Bylaws, the Articles shall control. In the case of any ambiguity or other question concerning interpretation of these Bylaws, the good faith interpretation of the Board, acting by the affirmative vote of a majority of the Trustees then in office, shall be binding on the College for all purposes.
Adopted January 31, 2018