↓ Download PDF ← Back to Library
PI Q.VMU tit
r
(,-si^t-t
OFFICE OF THE CHANCELLOR ISO E. South College Street
Yellow Springs. Ohio 45387-1635
TEL: 937-754-5320
FAX: M7-754-5376
www.antioch.edu
MEMORANDUM
TO: Bob Krinsky, Board of Trustees Chair
FROM: Ad Hoc Committee on By-Laws
DATE: September 15, 2000
SUBJECT: By-Laws Revisions
Attached hereto is the text of a number of proposed revisions to the Antioch
University By-Laws. The ad hoc committee recommends that the Board adopt this amended
version which involves changes believed to be “non-substantive” and non-controversial in
nature.
The recommended deletions are shown as lined-out text; the recommended
additions are shown as underlined. A short vertical line in the margin indicates where a
change has been made.
Most of the recommended changes are editorial, either reflecting changes already
authorized by the Trustees, or reflecting changes that support established practice. Standing
Committee descriptions reflect current names and a proposed mandate.
The following issues were discussed and determined to be substantive and should be
considered as such.
2.2.1 The permiUed number of trustees is increased to forty, subject to a specific
authorization by the Board to increase beyond the current number of thirty.
The change recommended is technical in nature. It will simplify future
increases of authorized trustees by enabling such to be made by board resolution
instead of by amending the by-laws. Alternatively, the Board of Trustees may
want to make such change by amending the by-laws after discussion al the
October board meeting.
Antioch College ntn»cli Nc* I n^land Graduate School Antioch I nhersii) Southern Caltforora Vnnoch I mversii) Scaulc he Mcdrciioi School
Memo to Bob Krinsky
Ad Hoc Committee on By-Laws Revision
September 15, 2000
Page 2
2.2.3 The Antioch University Alumni Association does not currently exist. The Board
may wish to consider that issue prior to changing the by-law text. The change
recommended will sanction current practice of having the College Alumni
Association president serve as a voting member of the University Board of Trustees.
Also raised is whether or not “constituent” trustees should be voting members of the
Board.
3.4.2 The recommendation often affirmative votes reflects the expectation of an
increased overall membership. The purpose of the provision is to have a minimum
vote that might be greater than a simple majority vote when only a bare minimum
quorum of trustees are present for a meeting (e.g., if only 15 trustees are in office
and only 8 attend a meetings simple majority would permit action by as few as 5
trustees; only one-third of the total).
4.1.1 The Board has not been electing a Chair of the Executive Committee and should
consider whether the Chair of the Board and the Chair of the Executive Committee
ought to be the same person.
4.1.5 The ad hoc committee also considered the process by which the Board Chair
appoints committee members and committee chairs. Further discussion of this may
be useful at the October Board meeting.
Bob, if you concur with these changes, the By-laws will be forwarded to the Board of
Trustees with the requisite memo giving notice of intent to amend the Antioch University
By-laws.
Enclosure
BYLAWS
OF
ANTIOCH UNIVERSITY
ARTICLE I. NOMENCLATURE
These Bylaws shall constitute the Code of Regulations of Antioch University.
ARTICLE IL 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 exerci sed 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 thirty
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 University— College Alumni Association
(AUAAACAA) shall be a voting, ex-officio member of the Board of Trustees; unless such
President is a-Universityan -employee of the Corporation, in which case, said position shall be
filled by majority vote of the AUAA ACAA Board of Directors.
2.3 Election of Trustees
2.3.1 Trustees shall be elected from among those persons recommended by the
Nommattng-Taistceship Committee of the Board of Trustees. All trustees shall serve at large.
Employees of the-UniveFsity 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 GhairpersenChaiF
Designate or ChairpefsonChair- of the Board of Trustees for the ensuing year, in which
event the trustee’s term on the Board shall be extended automatically for so long as the
trustee continues to serve as ChairpeFsonChair Designate or Ghairper-soHChair, and
(2) in the case where the Ghaifper&onChair of the Board of Trustees completes
service as Board Chair on or after serving four full three-year terms, in which event said
GhairpeFsenChair may be elected to serve one additional year as a member of the Board
and-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 Nominating
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 therefor, or fail to elect the whole
authorized number of trustees.
ARTICLE m. 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 meeting-held-in-the-academic teFffHwhieh-includes
the-month of May-shall be-pr-eeeded4>y-or-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 Ghairper-sonChair of the Board of Trustees, the
Executive Committee, the Chancellor of the University or any V-iee—P-Fesidentofficer
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 (1/3) 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 Meetings of the trustees may be held through any type of communications
equipment if all persons participating can hear each other and participation pursuant to this
provision shall constitute presence of the trustee at such a meeting.
3.3 Notice and Waiver of Notice
3.3.1 Written 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 delivered in person or
mailed to each trustee 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 either in writing delivered
personally, by facsimile, by U.S. Mail, or by other means or given orally by telephone or in
person 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 seven-f^Men (l 0) 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 Ghairper-sonChair 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.
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
4.1.33 The Board of Trustees shall have the following standing committees whose
responsibilities shall be:
(1) NominatfflgTrusteeship Committee: The Nominating-TrusteeshipCommittee
shall present to the Board all nominations for election to the Board of
Trustees, for appointment to the Executive Committee, and for election as
GhaifpeFsonChair, Vice-GhaiFpeFsonChair, Treasurer, Secretary and such
other officers and assistant officers as the Board deems necessary. At least
annually, the NominatingTrusteeship Committee shall invite each trustee,
administrative officer and the Antioch University College Alumni Association
to solicit and submit for consideration of the NominatmgTrusteeship
Committee names of persons believed to be qualified to serve as taistees. The
NominatingTrusteeship Committee shall attempt to secure as nominees for
trustees those persons with demonstrated interests in and commitment to the
Corporation and its purposes.
(2) Finance/Audit Committee: The Finance/Audit 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. It shall
also recommend to the Board of Trustees or to the Executive Committee the
policies to be employed in the investment of funds and in the acquisition or
disposition of assets of the Corporation. The Chair may appoint an
Investment Sub-Committee for this purpose. Additionally, it shall periodically
review the financial control and accounting systems 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 Ghaifper-sonChair of the Finance/Audit Committee.
It shall annually review the performance and compensation of the officers of
the Corporation and report to the Boaid of Trustees any recommendations Re
adjusting their compensation.
tttee—shall review policy—matters affecting employees—of—the
Corporation. It shall-Fecemmend to the Board of T-Fustees-those-employees to
be-considered for tenure or emerifa-is-status. I-t shall annually •review-the
perTer-manee-and con^ensatioiv-eft4?e-effieeK-of4he-Corporatien-afld-repeFt-
to the Board of Trustees any— recommendations for—adjusting their
BQMflfMMuMiiiMI
(3) Educational Affairs Committee: The Educational 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 recommend to the Board of Trustees those
employees to be considered for tenure or emeritus status
(4) Development/Gommunieatiefis Committee: The
Development/Gommuflieations Committee shall consider matters relating to
the development of the University and shall recommend to the Board of
Trustees, policies and programs concerning public-constituent and community
relations and all fund-raising activities for annual support and capital
development. The Committee shall consider and may recommend for
approval by the Board of Trustees, all fund-raising campaigns on behalf of the
University.
(5) Property-Physical Facilities Committee: The Property-Physical Facilities
Committee shall review all proposed acquisitions, dispositions, and capital
improvements to the physical assets of the University comprising the-plant
fund-and-and proposed facility leases and recommend appropriate action to
the Board of Trustees with respect thereto. The Property-Physical Facilities
Committee shall also undertake such other functions pertaining to the
University’s physical plant, including its leased facilities, as the
GhaiFpersonChair of the Board of Trustees shaH-may from time to time
request.
7T Student-Life-Gommittee: The Student-Ltfe-Gemmittee sljaH-Feview-matteFS
affecting students of the University^—lt-shati-recommend-te-the Board of
-Trustees the adoptien—of— appropriate—pehciefrr-directives and programs
e-oneeFnine-students-and-studem-iifer
Admissions-Committee;—The-^Afhnissions-Gommittet rtew-matteFS
affaeting-4he recruitment-and-retention of students at all campuses of the
It shall recommend-to-the-Beard of Trustees-the-adoption of
iiitiitccinti^ n rniruftc f 1 r^>ptu;pr *i n H T^ITi I11″‘^t”i 1 c tOTrtrf Jnvttrj ljt.rrivtCr^JttTrit/Li VCD UTIU pi 7£^1 cvnirjT
(6) Campus Committees: Each campus of the University shall have a campus
committee to review matters pertaining to the recruitment, admission and
retention of students and other matters affecting student life. Campus
committees will recommend to the Board of Taistees for adoption appropriate
policies, directives and programs concerning the recruitment and admission of
students and other matters affecting student life on their respective campuses.
4.1.34 The Board of Trustees may authorize additional standing committees and
special committees. The ChairpeFSon-of the-BoaFd-shati-appeint-thFee-or-morc of the trustees
te-seFve-en-each standing or special eommitteer-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.
4.1.45 The Chair of the Board shall appoint three or more of the taistees to serve on
each standing or special committee. The Ghaif per-senChair of the Board of Trustees shall
appoint one person from among the trustees appointed to each standing or special committee
to serve as GhaiFper-sonChair of the committee.
lall exist-aMiie-pleasuFe-efthe-i^oar^-of-T-Fustees. Member-s-of
the-eommittees shalf^eFve-at-thepleasuFe-ef-the-Gl^aiFpeFSon-ofthe Board of-Trustees.
4.2 Committee Meetings, Quorum & Vote
4.2.1 Meetings of the Executive Committee or any standing or special committee
shall be held pursuant to the call of the Ghaifper-sonChair of the Board, the GhaiFpeFsonChair
of the Executive Committee or the GhaiFpeFsonChair 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 either in a writing delivered personally or by
mail or orally by telephone or in person 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 meeting.
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 meeting.
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
present, 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 necessary 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 affirmative 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.
8
ARTICLE V. OFFICERS
5.1 General Provisions
5.1.1 The Board of Trustees shall elect a GhaiFpeFsenChaii’ unless during the
immediately preceding calendar year it has elected a GhairpeFsonChair Designate, in which
case the ChairpeFsenChair Designate shall become ChairpersonChair without further action of
the Board of Trustees on July 1 of the calendar year following his or her election as
GhairpeFsonChair Designate. The Board of Trustees shall also elect a Vice ChairpersonChair,
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 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 from time to time deem necessary.
5.1.2 The GhairpeFsonChair, Vice-GhairpersonChair, and-Treasurer and Secretary
shall be trustees. Other officers need not be trustees; the Chancellor of the University 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 Chancellor for whom provision
is hereafter made, shall be elected by majority vote at a regular or special meeting of the
Board of Trustees at which a quorum is present to serve at the pleasure of the Board for
indefinite terms. The Chancellor shall be elected by the affirmative vote of the-gr-eateF-of-r44
two-thirds of the number of trustees who are duly elected, qualified and serving at the time of
the election, or (2) thirteen taistees, to serve at the pleasure of the Board.
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 any office of the Corporation except the office of Chancellor becomes vacant due to
the death, resignation or removal of the incumbent, the Board of Trustees may fill such
vacancy at any regular or special meeting called for such purpose. 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
GhaiFpeFsenChair 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 Chancellor^
Nominating-Search Committee, representative of the University, shall be appointed by the
Board of Trustees.
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 Personnel/GompensationFinance Committee.
5.2 ChairpersonChair and Vice-GhaiFpeFsenChair of the Board
5.2.1 The Ghairper-sonChair of the Board shall preside at all meetings of the Board j
of Trustees and shall discharge other duties as authorized by the Board of Trustees.
5.2.2 The Vice-GhaiFpeFsenChair of the Board shall preside at all meetings of the
Board of Taistees when the Ghairper-sonChair is absent and shall discharge such other duties
as authorized by the Board of Trustees.
5.2.3 The GhaiFpeFsenChair Designate of the Board shall assist the GhaiFpeFsenChair
of the Board as requested and shall discharge other duties as authorized by the Board of
Trustees.
5.3 President of the Corporation 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 monitor the Corporation’s financial operations and report
to the Board.
10
5.5 Secretary
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 of the Corporation and President of Antioch College
5.6.1 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 Board
of Trustees. The President shall serve as a member of the ULC and shall perform such other
duties as the Board from time to time may prescribe.
5.7 Vice President of the Corporation and President of the Antioch New England
Graduate School
5.7.1 The Vice President of the Corporation and President of the Antioch New
England Graduate School, 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 ,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 Board of Trustees. The President shall serve
as a member of the ULC and shall perform such other duties as the Board from time to time
may prescribe.
5.8 Vice President of the Corporation and President of Antioch Seattle
5.8.1 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 Board of
Trustees. The President shall serve as a member of the ULC and shall perform such other
duties as the Board from time to time may prescribe.
5.9 Vice President of the Corporation and President of Antioch Southern California
5.9.1 The Vice President of the Corporation and President of Antioch Southern
11
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 Board of Trustees. The President
shall serve as a member of the ULC and shall perform such other duties as the Board from
time to time may prescribe.
5.10 Vice President of the Corporation and President of the McGregor School
5.10.1 The Vice President of the Corporation and President of the McGregor School,
who shall be referred to as the President of the McGregor School, shall be the chief executive
officer of the University’s campus designated as the McGregor 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 McGregor School subject to
the direction of the Board of Trustees. The President shall serve as a member of the ULC and
shall perform such other duties as the Board from time to time may prescribe.
ARTICLE VI. UNTVERSITY LEADERSHIP COUNCIL
6.1 University Leadership Council
6.1.1 The University Leadership Council (ULC) shall be composed of the
Chancellor, the Chief Fiscal-Financial Officer 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 VH. 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.
7.1.4-2 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
12
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 the-material facts
as to any such interested-t^^stee^Felationship-er-mteFes^^nd-as-to-the-eentract or transaction
are disclosed-or are k-newn-to-the-tFustees-OF-the committee, and-the-tFustees or committee^n
good faith reasonably-justmed-by-the-material tact-ST-authorize-the contract OF-tFansactien-by
the-affirmative vote of a majerity-ef-the-disffltefested taBteesr-even-theugh the disinterested
taistees censritute-less-than-a-querurH 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.
7.1.2—Common or interested-trustees-may-be-counted in determining-the-pFes
a-querum-at a meeting of the trustees-OF-efa-eommittee of the taistees-that-autF
contract or transaction:
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
13
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 (10) 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.
:•: * $ ^ %
ADOPTED: October 25, 1980
I st Amendment:
2nd Amendment:
3rd Amendment:
4th Amendment:
5th Amendment:
6th Amendment:
7th Amendment:
8th Amendment:
9th Amendment:
10th Amendment
II th Amendment
12th Amendment
13th Amendment
14th Amendment:
February 5, 1983; Section 2.3.2; Section 4.1.2
June 11, 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 21, 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 I, 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 Council (UPC) changed to University Leadership
Council.
14
15th Amendment: June 8, 1996, EFFECTIVE JULY 1, 1996:
Article II, Section 2.3.2 re term of office for GhaFFper-sonChair
and GhairpersonChair Designate; including provision for
Immediate Past Chair.
I6″1 Amendment: October 19, 1996: Section 3.3 re Notice of Meetings.
17″1 Amendment: February 7, 1998
Section 5.7, 5.7.1, 5.8, 5.8.1, 5.9, 5.9.1, 5.10, 5.10.1, 6.1.1 re
redesignation of “Provosts” to “Presidents”.
I8″1 Amendment:
(Revised 10/17/007-2-98)
15
