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BYLAWS
OF
ANTIOCH UNIVERSITY
ARTICLE I. NOMENCLATURE
These Bylaws shall constitute the Code of Regulations of Antioch University.
ARTICLE 11. BOARD OF TRUSTEES
2.1 Members and Trustees
2.1.1 The trustees of the Corporation shall constitute the membership of the
Corporation under all circumstances where action of the membership is either desirable
or required by law.
2.1.2 The authority of the Corporation shall be exercised by or under the
direction of its trustees.
2.2 Number of Trustees
2.2.1 The number of trustees shall be not less than fifteen and not more than forty
persons of legal majority. The number of trustees may be fixed or changed by the
trustees acting as members of the Corporation, at the annual meeting of the Corporation
or at any
meeting
called for the election of trustees, by the affirmative vote of a majority
of the trustees present, if a quorum is present. Until changed, the number of authorized
trustees shall be thirty. No reduction in the number of trustees shall have the effect of
shortening the term of any incumbent trustee.
2.2.2 The President of the Corporation, who shall be referred to as the Chancellor
of the University shall be a non-voting, ex-officio member of the Board of Trustees and
shall not be included in the whole authorized number of trustees fixed pursuant to the
Section
2.2.1.
2.2.3 The President of the Antioch College Alumni Association (ACAA)
shall be a voting, ex-officio member of the Board of Trustees; unless such
President is an employee of the Corporation, in which case, said position shall be
-..- …, / filled by majority vote of the ACAA Board of Directors. . 1
1 -…–. 2.3 Election of Trustees
2.3.1 Trustees shall be elected from among those persons recommended
by the Trusteeship Committee of the Board of Trustees. All trustees shall serve at
large. Employees of the Corporation shall not be nominated or elected as trustees.
2.3.2 Trustees shall be elected for terms of three years, which shall
commence on the first day of July next following their election. A trustee who has
served four full three-year terms shall not be eligible for election for any term
commencing within one year of the last day of such trustee’s prior term, except
(1) in the case where the trustee is also elected to serve as Chair of
the Board of Trustees for a term longer than the trustee’s term on the Board, in
which case the trustee’s term on the Board shall be extended automatically for so
long as the trustee continues to serve as Chair, and
(2) in the case where the Chair of the Board of Trustees completes
service as Board Chair on or after serving four full three-year
terms, in which event
said Chair may be elected to serve one additional year as a member of the Board as
Immediate Past Chair.
2.3.3 The trustees, acting as members of the Corporation, at a meeting
called for the election of trustees, by the affirmative vote of a majority of the
trustees present, if a quorum is present, may classify the trustees and provide for
the staggered expiration of their respective terms of office; provided, however,
that such action shall not operate to shorten the term of any incumbent trustee
without such person’s consent.
2.3.4 The trustees shall be elected by the trustees, acting as the members
of the Corporation, at the regular meeting of trustees designated as the annual
meeting, or at a
special
meeting called for that purpose. Only persons
recommended by the Trusteeship Committee shall be eligible for election as
trustees. Those nominees receiving the greatest number of votes shall be elected.
2.4 Vacancy and Removal
2.4.1 The office of a trustee becomes vacant if such person dies or resigns.
A resignation shall take effect immediately unless the trustee who is resigning
shall otherwise specify.
2.4.2 A trustee may be removed from office if such person shall become
unfit to discharge or shall persistently neglect the duties of trustee. The removal
of a trustee shall require the affirmative vote of three-fourths of the trustees
present and voting at a meeting at which a quorum is present or majority of the
total authorized number of trustees, whichever shall be the greater number.
2.4.3 The remaining trustees, although less than a majority of the whole
authorized number of trustees, may, by the affirmative vote of a majority of their
number, fill any vacancy in the Board of Trustees for the unexpired term. A
vacancy shall exist if a trustee dies, resigns, or is removed, or if the trustees, as
members, enlarge the authorized number of trustees but fail to elect the additional
trustees provided therefore, or fail to elect the whole authorized number of
trustees.
ARTICLE 111. MEETINGS – MEMBERS & TRUSTEES
3.1 Regular, Special and Annual Meetings
3.1.1 A regular meeting of the Board of Trustees shall be held during the
fall, winter and spring.
3.1.2 The regular spring meeting shall constitute the Annual Meeting of
the Corporation at which the trustees as members shall consider all appropriate
matters and elect trustees.
3.1.3 Special meetings of the Board of Trustees, whether as trustees or
members, may be held at any time at the call of the Chair of the Board of Trustees,
the Executive Committee, the Chancellor of the University or any officer
authorized to act in the event of the death, disability or absence of the Chancellor.
Special meetings shall also be called upon the written request of one-third (113) or
more of the
trustees
in office.
3.2 Place and Method of Meeting
3.2.1 Meetings of the trustees may be held either in or out of the State of
Ohio, whether they are acting as the members of the Corporation or as trustees.
3.2.2 Participation by means of communications equipment shall be
prohibited at regular meetings of trustees.
3.2.3 Participation by means of communications equipment shall be
permitted at special meetings of trustees if all persons participating can hear each
other. Participation pursuant to this section shall constitute presence of the trustee
at such meeting.
3.3 Notice and Waiver of Notice
3.3.1 Notice of the time, place and purpose of each regular meeting of the
trustees
and each annual meeting of the trustees as members shall be given orally
by telephone or in person or in writing by personal delivery or by telegram,
telecopy, facsimile or electronic mail transmission or by U.S. mail, Express Mail
or courier service, with postage or fees prepaid not less than thirty (30) days prior
to the date of such meeting.
3.3.2 Notice of the time, place and purpose of each special meeting of the
Board of Trustees or the trustees as members shall be given to each trustee orally
by telephone or in person or in writing by personal delivery or by telegram,
telecopy, facsimile or electronic mail transmission or by U.S. mail, Express Mail
or courier service, with postage or fees prepaid at least four (4) days prior to the
date of such meeting.
3.3.3 Notice of the time, place and purposes of any meeting of the trustees
or the trustees as members, whether required by law, or these Bylaws, may be
waived in writing, either before or after the holding of such meeting, by any
trustee or trustee as a member, which writing shall be filed and entered on the
books of the meeting, The attendance of any trustee or trustee as a member, at any
meeting, without protesting prior to or at the commencement of such meeting, the
lack of proper notice shall be deemed to be a waiver by such trustee of such
notice.
3.4 Quorum and Vote
3.4.1 A majority of the trustees in office shall constitute a quorum for the
transaction of business at any meeting of the trustees or of the trustees as members
of the Corporation, except the adjournment of the meeting. The majority of the
trustees in office shall constitute a quorum for filling a vacancy in the Board of
Trustees.
3.4.2 The affirmative vote of a majority of the trustees present and voting
at a meeting at which a quorum is present, but in no event fewer than ten (10) shall
be sufficient to constitute or authorize the action of the Board of Trustees or of the
members as the case may be, which was voted upon; provided, however, a greater
or lesser
vote
may be required by the Amended Articles of Incorporation or these
Bylaws and, in such instance, such greater or lesser vote shall be necessary or
sufficient.
3.5 Action in Writing Without a Meeting
3.5.1 If the trustees are acting as members of the Corporation and if the
proposed actions have been distributed to all trustees, any action which may be
authorized or taken at a meeting of the trustees as members may be authorized or
taken without a meeting with the written affirmative vote or approval of not less
than a majority of the trustees who would be entitled to notice of a meeting for
such purpose, unless the Amended Articles of Incorporation or these Bylaws
require a greater affirmative vote in which case the greater vote shall be necessary.
3.5.2 Any action which may be authorized or taken at a meeting of the
trustees may be authorized or taken without a meeting with the written affirmative
vote or approval of all of the trustees who would be entitled to notice of a meeting
for such purposes.
3.5.3 Written action by the trustees or by the trustees as members may be
in one or more writings; and each writing or separate writings affixed together
shall be filed with or entered upon the records of the Corporation.
ARTICLE IV. COMMITTEES
4.1 Authorization of Committees
4.1.1 The Board of Trustees shall annually appoint five or more of its
members to act as an Executive Committee to which shall be committed, during
the intervals between the meetings of the Board of Trustees, the general control,
management and regulation of all matters pertaining to the Corporation. The
Board of Trustees shall elect one of the persons so appointed as Chair of the
Executive Committee. The Chancellor of the University shall be an ex-officio,
non-voting member of the Executive Committee. The minutes of the meetings of
the Executive Committee shall be distributed promptly after each meeting to each
member of the Board of Trustees. At each meeting of the Board of Trustees, the
proceedings and actions taken by the Executive Committee since the last meeting
of the Board shall be reported.
3.4.2 The affirmative vote of a majority of the trustees present and voting
at a meeting at which a quorum is present, but in no event fewer than ten (10) shall
be
sufficient
to constitute or authorize the action of the Board of
Trustees
or of the
members as the case may be, which was voted upon; provided, however, a greater
or lesser
votc
may be required by the Amended Articles of Incorporation or these
Bylaws and, in such instance, such greater or lesser vote shall be necessary
or
sufficient.
3.5 Action in Writing Without a Meeting
3.5.1 If the trustees are acting as members of the Corporation and if the
proposed actions have been distributed to all trustees, any action which may be
authorized or taken at a meeting of the trustees as members may be authorized or
taken without a meeting with the written affirmative vote or approval of not less
than a majority of the trustees who would be entitled to notice of a meeting for
such purpose, unless the Amended Articles of Incorporation or these Bylaws
require a greater affirmative vote in which case the greater vote shall be necessary.
3.5.2 Any action which may be authorized or taken at a meeting of the
trustees
may
be authorized or taken without a meeting with the written
affinnative
vote or approval of all of the trustees who would be entitled to notice of a meeting
for such purposes.
3.5.3 Written action by the trustees or by the trustees as members may be
in one
or
more writings; and each writing or separate writings affixed together
shall be filed with or entered upon the records of the Corporation.
ARTICLE IV. COMMITTEES
4.1 Authorization of Committees
4.1.1 The Board of Trustees shall annually appoint five or more of its
members to act as an Executive Committee to which shall be committed, during
the intervals between the meetings of the Board of Trustees, the general control,
management and regulation of all matters pertaining to the Corporation. The
Board of Trustees shall elect one of the persons so appointed as Chair of the
Executive Committee. The Chancellor of the University shall be an ex-officio,
non-voting member of the Executive Committee. The minutes of the meetings of
the Executive Committee shall be distributed promptly
afler
each meeting
to
each
member of the Board of Trustees. At each meeting of the Board of Trustees, the
proceedings and actions taken by the Executive Committee since the last meeting
of the Board shall be reported.
4.1.2 Committees shall exist at the pleasure of the Board of Trustees.
Members of the committees shall serve at the pleasure of the Chair of the Board of
Trustees
4.1.3 The Board of Trustees shall have the following standiig committees
whose responsibilities shall be:
(I) Trusteeship Committee: The Trusteeship Committee shall present to
the Board all nominations for election to the Board of Trustees, for
appointment to the Executive Committcc, and for election as Chair,
Vice-Chair, Treasurer, Secretary and such other officers and
assistant officers as the Board deems necessary. At least annually,
the Trusteeship Committee shall invite each trustee, administrative
officer and the Antioeh College Alumni Association and each
campus’ Board of Visitors to solicit and submit
for
consideration of
the Trusteeship Committee names of persons believed to be qualified
to serve as trustees, The Trusteeship
Committcc
shall
attcmpt
to
secure as nominees for trustees those
pcrsons
with demonstrated
interests in and commitment to the Corporation and its purposes.
(2) Finance Committee: The Finance Committee shall review annual
operating and capital budgets and make recommendations with
respect thereto to the Board of Trustees. It shall review major
financial transactions not provided for in the budget and submit
proposed variances with recommendations to the Board of Trustees
or Executive Committee. Additionally, it shall periodically review
the financial control and accounting
systcms
of the Corporation and
recommend any changes it deems appropriate. It shall cause to be
prepared and submitted to the Board of Trustees at least once a year
an audited statement of the financial condition of the Corporation.
The Treasurer of the Corporation shall serve as Chair of the Finance
Committee. It shall consider jointly with the Academic Affairs
Committee and recommend to the Board of Trustees those
employees to be considered for tenure or emeritus status.
(3) Investment Committee: The Investment Committee shall regulwly
review the investment performance of endowment and other
investment
hnds
of the University. It shall also recommend to the
Board of Trustees or the Executive Committee the policies to be
employed in the investment of funds and in the acquisition or
disposition of investment assets of the Corporation.
(4) Academic Affairs Committee: The Academic Affairs Committee
shall, in consultation with the Chancellor and other academic
officers of the Corporation, study and appraise the quality of the
academic program, formulate enrollment goals and recommend
adoption of appropriate policies or directives by the Board of
Trustees. It shall recommend new program degrees for approval. It
shall consider
jointIy
with the Finance Committee and recommend to
the Board of Trustees those employees to be considered for tenure or
emeritus status.
(5) Develo~ment Committee: The Development Committee shall
consider matters relating to the development of the University and
shall recommend to the Board of Trustees, policies and programs
concerning constituent and community relations and all fundraising
activities for annual support and capital development. The
Committee shall consider and may recommend for approval by the
Board of Trustees all
hnd-raising
campaigns on behalf of the
University.
(6) Phvsical Facilities Committee: The Physical Facilities Committee
shall review all proposed acquisitions, dispositions, and capital
improvements to the physical assets of the University
and
proposed
facility leases and recommend appropriate action to the Board of
Trustees with respect thereto. The Physical
Facilities
Committee
shall
also
undertake such other functions pertaining to the
University’s physical plant, including its leased facilities, as the
Chair of the Board of Trustees may from time to time request.
(7) Communications Committee: The Communications Committee
shall
review the exchange of information between Antioch –
University and its multiple constituencies and, as needed, shali
suggest ways to ensure effective communications regarding matters
of mutual interest and concern among the University Board of
Trustees, the ULC, and the larger Antioch community. The
Committee shall consider and may recommend for approval by the
Board of Trustees any public relations md marketing campaigns on
behalf of the University.
(8) Com~ensation Committee: The Compensation Committee shail
annually review with the Chancellor the performance and
compensation of the officers of the corporation and shall report to
the Board of Trustees any recommendations for adjusting their
compensation. The Chancellor is expected to review with
the
Committee all compensation matters related to officers of the
Corporation before making commitments to them. The Committee
shall also undertake such other
finctions
pertaining to the
employment of officers and other highly compensated employees of
the University as the Board of Trustees or its
Chau
may from time to
time request. 1
4.1.4 The Board of Trustees may authorize additional standing committees
and special committees (which may be referred to as special committees,
committees, taskforces, or other designations as may be appropriate.). The Board
of Trustees may delegate powers in addition to those granted by these Bylaws to
be exercised by each such committee under the control and direction of the Board.
Each committee shall report directly to the Board and shall not act to bind the
Board except as specifically empowered by the Board pursuant to this provision.
4.1.5 The Chair of the Board shall appoint three or more of the trustees to
serve on each standing or special committee. The Chair of the Board of Trustees
shall appoint one person from among the trustees
appointcd
to each standing or
spccial
committee to serve as Chau of the committee.
4.2 Committee Meetings, Ouorum & Vote
4.2.1 Meetings of the Executive Committee or any standing or special
committee shall be held pursuant to the call of the Chair of
thc
Board, the Chair of
the Executive Committee or the Chair of the standing or special committee with
respect only to the meeting of the particular committee which such person chairs
or at the request of any two members of the committee.
4.2.2 Meetings of a committee may be held either in or out of the State of
Ohio. Notice of any committee meeting shall be given orally by telephone or in
person or in writing by personal delivery or by telegram,
telecopy,
facsimile or
electronic mail transmission or by U.S. mail, Express Mail or courier service, with
postage or fees prepaid at least 48 hours prior to any such meetings. Such notice
may be waived by any committee member either before, after or at such meeting
in writing or by attendance at or by participation in any meeting without protest
prior to or at the commencement of such meting.
4.2.3 Meetings of any committee may be held through any
communications equipment if all persons participating can hear each other.
Participation in a meeting pursuant to this section constitutes presence at a
mccting,
4.2.4 The presence of a majority of the members appointed to a committee
shall constitute a quorum for the transaction of business. At any meeting at which
a quorum is
prcsent,
the affirmative vote of a majority of the trustees present shall
be necessary to authorize or to take the action upon which the vote is taken, unless
the Amended Articles of Incorporation or these Bylaws require a greater or lesser
vote in which case such greater or lesser vote shall be
necessaq
or sufficient,
4.2.5 Minutes of all committee proceedings shall be kept and regularly
recorded in
the
records of the Corporation.
4.3 Action in Writing Without a Meeting
4.3.1 Any action which may be authorized or taken at a meeting of the
Executive Committee or any standing or special committee of the Board of
Trustees may be authorized or taken without a meeting with the written
aff~rmative
vote and approval of all the members of such committee who would be
entitled to notice of a meeting for such purpose; provided, however, that the
writing or writings so signed shall be filed with or entered on the records of the
committee and the Corporation.
ARTICLE V. OFFICERS
5.1 General Provisions
5.1.1 The Board of Trustees shall elect a Chair, a Vice Chair, a Treasurer,
a Secretary, a President of the University and the Corporation, who shall be
referred to as the Chancellor of the University, one vice president who shall be the
chief financial officer of the University, one vice president for each of the
University’s campuses (as designated by the Board of Trustees), and such other
officers and assistant officers as the Board may
fiom
time to time deem necessary.
5.1.2 The Chair, Vice-Chair, Treasurer and Secretary shall be trustees.
Other officers need not be trustees; the Chancellor of the
Universiv
and President
of the Corporation shall be a member of the trustees, ex-officio and without vote.
5.1.3
The officers of the Corporation, except for the Chair and the
Chancellor for whom provision is
hereafier
made, shall be elected by majority
vote at the Annual Meeting of the Corporation, at which a quorum is present, to
serve at the pleasure of the Board for terms of one year commencing on the
first
day of July next following their election. The Chair shall be elected by a majority
vote at an Annual Meeting of the Corporation, at which a quorum is present, to
serve for a term of three years commencing on the first day of July next following
r ~- ..
the Chair’s election. The Chancellor shall be elected by the affirmative vote of
two-thirds of the number of trustees who are duly elected, qualified and serving at
the time of the election, to serve at the pleasure of the Board for a term of one year
commencing on the first day of July next following the Chancellor’s election.
Officers may be re-elected to succeeding terms without limit for as long as they
remain trustees or employees of the Corporation.
5.1.4 Any officer, except the Chancellor, may be removed, with or without
cause, by the majority vote at a regular or special meeting of the Board of Trustees
at which a quorum is present; provided, however, that such removal shall not
impair the contract rights of such person. The Chancellor may only be removed,
with or without cause, upon the affirmative vote of a majority of the trustees who
are duly elected, qualified and serving at the time of the removal action at a
meeting called solely or partially for the purpose of considering such removal
upon thirty (30) days’ written notice to the Chancellor and to all members of the
Board. Removal of the Chancellor shall not impair the contract rights of such
person.
5.1.5 If the office of Chancellor becomes vacant because of disability,
removal or resignation, the Executive Committee shall forthwith name an Acting
Chancellor to serve pending the election of a successor. Until the Executive
Committee so acts, the powers and duties of the Chancellor shall devolve on the
Chair of the Board, who shall retain his voting rights on the Board while acting as
Chancellor. In the event of a vacancy in the office of Chancellor, a Chancellor
Search Committee, representative of the University, shall be appointed by the
Board of Trustees and shall recommend one or more candidates to the Board for
election.
If any office of the Corporation, except the office of Chancellor, becomes
vacant due to the death, resignation or removal of the incumbent, it may be filled
as follows: (a) by appointment of the Chancellor for any office to be held by an
employee of the Corporation, subject to the subsequent election of the employee
as an officer of the Corporation by the Board of Trustees; or (b) by election by the
Board of Trustees, at any regular or special meeting called for such purpose, for
any office to be held by a Trustee of the Corporation.
5.1.6
The officers shall have such authority and perform such
duties,
as
between themselves and the Corporation, as are customarily incident to their
respective offices, as may be more particularly defined in these Bylaws and as
may be determined by the Board of Trustees.
5.1.7 The officers may receive reasonable compensation as determined by
the affirmative vote of a majority of the trustees present at a meeting at which a
quorum is present acting upon the recommendation of the Finance Committee.
5.2 Chair and Vice-Chair of the Board
5.2.1 The Chair of the Board shall preside at all meetings of the Board of
Trustees and shall discharge other duties as authorized by the Board of Trustees.
5.2.2 The Vice-Chair of the Board shall preside at all meetings of the
Board of Trustees when the Chair is absent and shall discharge such other duties
as authorized by the Board of Trustees.
5.3 President of the Cornoration and Chancellor of the University
5-3-1 The President of the Corporation and Chancellor of the University,
who shall be referred to as the Chancellor of the University, shall be the chief
executive officer of the Corporation and shall perform the duties appertaining to
that station. He or she shall have the charge and general management of the
University administration subject to the direction of the Board of Trustees. The
Chancellor shall recommend to the Board policies and plans and shall monitor the
implementation of all Board policies. The Chancellor shall chair the University
Leadership Council (ULC) and shall perform such other duties as the Board from
time to time may prescribe.
5.4 Treasurer
5.4.1 The Treasurer shall serve as Chair of the Finance Committee and
shall monitor the Corporation’s financial operations and report to the Board.
5.5.1 The Secretary shall keep the minutes of the Board and of the
Executive Committee, and perform such other duties as the Board may prescribe.
5.6 Vice President and Chief Financial Officer
5.6.1 The Vice President and Chief Financial Officer of the University,
who shall be referred to as the Vice Chancellor and CFO of the University, shall
be the chief financial officer of the Corporation and shall perform the duties
appertaining to that station. The Vice Chancellor and CFO of the University shall
be subject to the direction of the Chancellor. The Vice Chancellor and CFO of the
University shall serve as a member of the ULC and shall perform such other duties
as the Chancellor from time to time may prescribe.
5.7 Vice President of the Cornoration and President of Antioch College
5.7.1 The Vice President of the Corporation and President of Antioch
College, who shall be referred to as the President of Antioch College, shall be the
chief
executive
officer of the University’s campus designated as Antioch College.
The President, in collaboration with the Chancellor, shall perform the duties
appertaining to that station. The President shall have the charge and general
management of Antioch College subject to the direction of the Chancellor. The
President shall serve as a member of the ULC and shall perform such other duties
as the Chancellor from time to time may prescribe.
5.8 Vice President of the Corporation and President of Antioch
University New England
5.8.1 The Vice President of the Corporation and President of Antioch
University New England, who shall be referred to as the President of the Antioch
New England Graduate School, shall be the chief executive officer of the
University’s campus designated as the Antioch New England Graduate School.
The President, in collaboration with the Chancellor, shall perform the duties
appertaining to that station. The President shall have the charge and general
management of the Antioch New England Graduate School subject to the direction
of the Chancellor. The President shall serve as a member of the ULC and shall
perform such other duties as the Chancellor from time to time may prescribe.
5.9 Vice President of the Corporation and President of Antioch Seattle
5.9.1 The Vice President of the Corporation and President of Antioch
Seattle, who shall be referred to as the President of Antioch Seattle, shall be the
chief executive officer of the University’s campus designated as Antioch Seattle.
The President, in collaboration with the Chancellor, shall perform the duties
appertaining to that station. The President shall have the charge and general
management of Antioch Seattle subject to the direction of the Chancellor, The
President shall serve as a member of the ULC and shall perform such other duties
as the Chancellor from time to time may prescribe.
5.1 0 Vice President of the Comoration and President of Antioch Southern
California
5.10.1 The Vice President of the Corporation and President of Antioch
Southern California, who shall be referred to as the President of Antioch Southern
California, shall be the chief executive officer of the University’s campus
designated as Antioch Southern California. The President, in collaboration with
the Chancellor, shall perform the duties appertaining to that station. The President
shall have the charge and general management of Antioch Southern California
subject to the direction of the Chancellor, The President shall serve as a member
of the ULC and shall perform such other duties as the Chancellor from time to
time may prescribe.
5.11 Vice President of the Corporation and President of Antioch
University
McGreeor
5.1 1.1 The Vice President of the Corporation and President of Antioch
University McGregor, who shall be referred to as the President of Antioch
University McGregor, shall be the chief executive officer of the University’s
campus designated as Antioch University McGregor. The President, in
collaboration with the Chancellor, shall perform the duties appertaining to that
station. The President shall have the charge and general management of Antioch
University McGregor subject to the direction of the Chancellor. The President
shall serve as a member of the ULC and shall perform such other duties as the
Chancellor from time to time may prescribe,
ARTICLE VI. UNIVERSITY LEADERSHIP COUNCIL
6.1 University Leadership Council
6.1.1 The University Leadership Council (ULC) shall be composed of the
Chancellor, the Vice Chancellor and CFO of the University, the President of each
of the campuses of the University and such other administrative employees of the
University as the Board or the Chancellor may from time to time deem necessary.
6.1.2 The ULC shall consider all significant administrative matters and
shall
recommend
to the Chancellor those policies which it believes are necessary
or desirable for the proper functioning of the University, for submission by the
Chancellor to the Board of Trustees.
ARTICLE VII. CONFLICTS OF INTEREST – TRUSTEE STANDARD OF
CARE
7.1 Conflicts of Interest
7.1.1 A trustee shall abide by the Conflicts of Interest Policy for Trustees
and Officers adopted by the Board, as it may from time to time be amended.
7.1.2
“No contract or transaction is void or voidable with respect to the
Corporation because the contract or transaction is between the Corporation and
one or more of the Corporation’s trustees or officers, or between the Corporation
and any other person in which one or more of the Corporation’s trustees are
directors, trustees or officers, or in which one or more of the Corporation’s trustees
or officers have a financial or personal interest; or because one or more interested
trustees or officers participate in or vote at the meeting of the trustees or a
committee of the trustees that authorizes the contract or transaction, if it is
approved in accordance with the Conflicts of Interest Policy for Trustees and
Officers adopted by the Board, as it may from time to time be amended.
7.2 Trustee Standard of Care
7.2.1 A trustee shall perform the duties of a trustee, including the duties as
a member of any committee of the trustees upon which such trustee may serve, in
good faith, in a matter such trustee reasonably believes to be in the best interests of
the Corporation, and with the care that an ordinarily prudent person in a like
position would use under similar circumstances. In performing the duties of
trustee,
such person is entitled to rely on information, opinions, reports, or
statements, including financial statements and other financial data, that are
prepared or presented by (1) one or more trustees, officers, or employees of the
Corporation whom the trustee reasonably believes are reliable and competent in
the matters prepared or presented; (2) counsel, public accountants, or other
persons as to matters that the trustee reasonably believes are within the person’s
professional or expert competence; and (3) a committee of the trustees upon which
such trustee does not serve, duly established in accordance with the provision of
the Bylaws, as to matters within its designated authority, which committee the
trustees reasonably believe to merit confidence.
7.2.2 A trustee shall not be considered to be acting in good faith if such
trustee has knowledge concerning the matter in question that would cause reliance
on information, opinions, reports or statements that are prepared or presented by
the persons described in Section 7.2.1 of these Bylaws to be unwarranted.
ARTICLE VIII. AMENDMENT AND FORMER BYLAWS
8.1 Amendments
8.1.1 These Bylaws may be amended by the affirmative vote of a majority
present and acting at any meeting of the trustees acting as members of the
Corporation if a quorum is present providing that the notice for such meeting shall
state the purpose of such meeting, shall include the substance of the proposed
amendments and shall be mailed or personally delivered to each trustee at least ten
(1 0) days before the meeting.
8.1.2 The Bylaws also
may
be amended by the written affirmative vote
and approval of a majority of the
whole
number of trustees, without a meeting,
pursuant to Section 3.5 of these Bylaws.
8.2 Former Bylaws
8.2.1 These Bylaws supersede any bylaws and any amendments thereto
previously adopted.
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ADOPTED: October 25, 1980
1 st Amendment:
2nd Amendment:
3rd Amendment:
4th Amendment:
5th Amendment:
6th Amendment:
7th Amendment:
8th Amendment:
9th Amendment:
10th Amendment:
1 1 th Amendment:
12th Amendment:
1 3th Amendment:
14th Amendment:
February 5, 1983; Section 2.3.2; Section 4.1.2
June 1 1, 1983; Section 2.2.3; Section 2.3.2
October 15, 1983; Section 2.2.3
October 18, 1985; Section 4.1.2
June 20, 1986; Section
2.3.2;
Section 5.1.5; Section
5.2.3
June 19, 1987; Section 2.2.1
February 13, 1988; Section 2.2.1; Section 2.2.3
June 24, 1988; Section 2.3.2
October 2 1, 1988; Section 5.1.4
June 10, 1989, Section
4.1.2(7)
October 21, 1989; Section 2.4.2
February 8, 1992; Section 2.3.2; Section 4.1.2.7;
Section
4.1.2.8
October 23, 1993, EFFECTIVE JULY 1, 1994;
Section 2.2.2; Section 3.1.3; Section 4.1.1; Section
4.1.2.4; Section 5.1.1; Section 5.1.2; Section 5.1.3;
Section 5.1.4; Section 5.1.5; Section 5.3.1; Section
5.6.1; Section 5.7.1; Section 5.8.1; Section 5.9.1;
Section 5.10.1; Section 6.1.1; Section 6.1.2; Section
7.1.1; Section 7.1.2; Section 7.2.1; Section 7.2.2;
Section 8.1.1; Section 8.1.2; Section 8.2.1
June 8, 1996, EFFECTIVE JULY 1, 1996: Article VI
(and all other appropriate sections) University Policy
15th Amendment:
16
Amendment:
171h
Amendment:
18 Amendment:
19~
Amendment:
20″‘
Amendment:
2 1” Amendment:
22′”‘
Amendment:
231
Amendment:
24th
Amendment
Council (UPC) changed to University Leadership
Council.
June 8, 1996, EFFECTIVE JULY 1, 1996: Article TI,
Section 2.3.2 re term of office for Chair and Chair
Designate; including provision for Immediate Past
Chair.
October 19, 1996: Section 3.3 re Notice of Meetings.
February 7, 1998: Sections 5.7, 5.7.1, 5.8, 5.8.1, 5.9,
5.9.1, 5.10,
5.10.1,
6.1.1
re-designation of “Provosts”
to “Presidents.”
October 21, 2000: Ad
Hoc
Committee revisions of
Sections 2.2; 3.1; 3.4; 4.1; 4.2; 5.1; 5.2; 5.3; 5.7; 6.1
and 7.1.
October 20, 2001: Ad
Hoc
Committee Revisions of
Sections
2.3.2(1);
4.1.3(1);
4.1.3(6);
4.1.4; 5.1 .l; 5.1.3;
5.2.3;
5.4.1; 5.6.1; 5.6; 5.7; 5.8; 5.9; 5.10;
4.1.3(3)
to
establish an Investment Committee as a standing
committee of the Board.
June 8,2002: Section
4.1.3(2)
and Section
4.1.3(4).
February 8,2003: Section 3.22 and Section 3.23.
October 16,2004: Section 4.1.3 to include
Communications Committee as a standing committee.
February 4, 2006: Sections
4.1.3(2)
and
4.1.3(8)
to
establish a Compensation Committee as a standing
committee.
June 3, 2006: Section 3.3.1, 3.3.2 and 4.2.2 to revise
methods of providing meeting notices; 5.1.5 to revise
procedure for filling officer vacancies; 5.8 and 5.8.1 to
redesignate the New England Campus.
(Revised 6/3/06)
