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Board Pro Tem Bylaws
ART I C L E I
N ame a n d P u r p o s e
Section 1. Name. The name of the corporation is Antioch College Continuation
Corporation (the “College”).
Section 2. Purpose. The corporation is organized exclusively for charitable and educational
purposes as set forth is § 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to
time (“Code”), including the making of distributions to organizations that qualify as charitable or
educational exempt organizations under Code § 501(c)(3) and including, but not limited to,
the following:
(a) To receive all assets and begin operation of a college to be known as Antioch
College in Yellow Springs, Ohio from Antioch University and to operate the
College on its historic Yellow Springs campus or elsewhere as provided in the
Corporation’s Articles of Incorporation.
(b) To conduct any or all lawful affairs, not required to be specifically stated in the
Articles of Incorporation, for which nonprofit corporations may be incorporated
under the laws of the State of Ohio, but exclusively limited to those activities that
are within the scope of permissible activities under Code § 501(c)(3);
(c) To receive and administer funds within the scope of the above-stated purposes
and exclusively for charitable and educational purposes within the meaning of
Code § 501 (c)(3) and, to that end, to hold any property, or any undivided
interests therein, without limitation as to amount or value; to dispose of any such
property, to invest, reinvest or deal with the principal or income in such manner
as, in the judgment of the trustees, will best promote the purposes of the
corporation without limitation, except those limitations, if any, as may be
contained in the instrument under which the property is received, the Articles of
Incorporation, these Bylaws, or any applicable laws; and to do any other act or
thing incidental to or connected with the foregoing purposes or in advancement
thereof, but not for pecuniary profit or financial gain of its trustees or officers.
A RT I C L E I I
D u t i e s o f t h e B o a r d o f Tr u s t e e s .
Board of Trustees shall have but shall not be limited to these illustrative functions and
responsibilities:
(a) Periodically review and recommend changes to the stated mission, purposes, goals,
and strategic direction of the College.
(b) Conduct when necessary a presidential search process.
(c) Provide support to the President and conduct an annual review of his or
her performance.
(d) Upon the recommendation of the President, following stated procedures
developed in consultation with the Faculty and College governance bodies,
approve the establishment of degree and certificate programs.
(e) Monitor the quality of the College’s major educational program offerings and
institutional performance through means consistent with best academic practice.
(f) Review and approve proposed changes by the President in major academic
programs and subsidiary enterprises.
(g) Approve academic faculty and staff personnel policies and approve the
president’s recommendations for faculty appointments; upon recommendation
of the President, approve the appointment of campus officers to senior positions.
(h) Conduct effective institutional planning that the Board of Trustees believes will
contribute to the College’s overall strategic direction.
(i) Set tuition and fees within guidelines approved by the Board.
(j) Determine campus institutionally-funded student aid and financial aid policies.
(k) Approve annual budgets; regularly monitor the condition of the campus’ physical
plant and financial condition, and; monitor the progress of campus fund-raising
initiatives and goals.
(l) Ensure effective financial management by monitoring approved annual budgets and
overseeing independent annual audits.
(m) Participate in setting and meeting fund-raising goals through personal philanthropy
and active participation in donor identification and fund-raising activities.
(n) Approve policies that contribute to maintaining the best possible environment
for students to learn and develop their skills and abilities.
(o) Approve policies concerning academic freedom and policies that contribute
to the best possible environment for the faculty to teach, pursue their scholarship,
and perform public service.
(p) Approve awarding of all earned and honorary degrees recommended by the
faculty and President.
(q) Recruit, cultivate, and elect outstanding individuals to serve as Board members.
(r) Periodically undertake assessments of the Board of Trustees’ performance.
(s) Authorize the use and disposition of all assets acquired in the form of bequests, gifts,
deferred gifts, and any other forms of donation, subject to the legal provisions, the
specification of donors, and upon recommendation of the President.
A RT I C L E I I I
Tr u s t e e s
Section 1. Composition of the Board of Trustees. The board of trustees shall contain no fewer than
ten members and no more than 25 voting members.
Section 2. Compensation. Members of the Board shall serve without compensation. However, the
Corporation may reimburse Members of the Board for reasonable ordinary and necessary expenses
incurred on behalf of the Corporation. Such reimbursement will be made only if expenses are
substantiated in the manner prescribed by the Code.
Section 3. Conflict of Interest Policy. The Board shall adopt a Conflict of Interest Policy. All Trustees
and Officers shall annually affirm in writing their compliance with the Conflict of Interest Policy as a
condition of service in their position.
Section 4. Trustee Term. Trustees shall serve a three year term except that the initial appointments to
the Board shall be staggered to provide for orderly re-nomination and rotations. One third of trustees
shall serve an initial term of one year, one third shall serve an initial term of two years and one third shall
serve an initial term of three years. The term of service shall begin with the first meeting of the Board
following election. A Trustee may be nominated and may serve for three successive terms and then must
rotate off with a minimum of one year before becoming eligible for re-nomination.
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Section 5. Not withstanding paragraph 4 above, in event a current Chair of the Board of Trustees
has served fewer than two years in that position but is about to fulfill nine (9) years of consecutive
service on the Board, the Chair may serve out his or her term of office. At the Governance
Committee’s discretion, he or she may be nominated and
considered by the Board of Trustees for election to one additional two-year term as
Chair of the Board and member of the Board.
Section 6. Ex Officio Members. Non-voting ex officio members of the Board shall
include the President of the College, a representative of the College faculty and a student representative
approved by the President of the College. The elected President of the Antioch College Alumni
Association shall serve as a voting member of the Board.
Section 7. Emeritus Trustees. Any Trustee who has served with distinction and obvious commitment
for at least six (6) years as a voting Trustee shall be eligible to be nominated by the Governance
Committee for Emeritus status for renewable three-year terms. Trustee Emeriti, as non-voting
trustees, are relieved of the expectation of attending Board meetings but are invited to continue to
demonstrate their commitment to the College’s development in other ways. They shall be invited to
the Board’s Annual Meeting and shall be otherwise eligible to serve on certain Board committees
where their expertise may be especially helpful to the Board. Ordinarily, the maximum period of
service of Emeritus Trustees shall not exceed four (4) terms or twelve (12) consecutive years.
A RT I C L E I V
Me e t i n g s o f Tr u s t e e s
Section 1. Meetings. There shall be not less than three regular meetings of the Board annually
which may be held at any time as called by the Chair or Vice-Chair but are generally held in the fall,
winter and spring. The purpose of the meetings shall be to nominate trustees and elect officers,
receive reports from other trustees and officers, and transact other business of the Corporation. The
Chair, or Vice-Chair shall send notice of all regular meetings to all members of the Board at least 21
days before any such meeting. The notice shall state the time and place of the meeting as well as the
agenda for the meeting. It may be delivered by personal delivery, by facsimile, by telephone, or by
electronic means or by mail, postage prepaid,
Section 2. Special Meetings. Special meetings of the Board may be called by the Chair or Vice-
Chair upon his/her own initiative, or shall be called by the Chair or Vice-Chair at the request of any
one-third of the Board members then in office. Such meetings shall be called not later than 45 days
after the Chair or Vice-Chair receives such request. Written notice of such special meetings shall be
sent by the Chair or Vice-Chair to all members at least 15 days before any such meeting. The notice
shall state the time and place of the meeting as well as its purpose. Notices may be delivered by
personal delivery, by facsimile, by telephone, or by
electronic means or by mail, postage prepaid.
Section 3. Trustee Participation by Electronic Means: Trustees may participate in Board or
committee meetings by teleconference or other electronic means through the use of authorized
communications equipment. Authorized communications equipment is equipment that provides a
transmission, including by telephone, telecopy, or any electronic means, from which it can be
determined that the transmission was authorized by, and accurately reflects the intention of, the
member or director involved and allows all persons participating in a meeting to contemporaneously
communicate with each other. Such means of participation shall constitute Trustee presence in
person at the meeting for quorum and official record purposes. Individual board members are
discouraged, however, from routinely relying on this means for their participation in meetings.
Section 4. Quorum. A majority of the Board seats filled by voting members of the Board at
the time of any meeting shall constitute a quorum at that meeting. Actions taken at any properly
called Board meeting attended by a quorum of the Board shall be valid.
A RT I C L E V
O f f i c e r s
Section 1. Number. The Board shall elect from the members of the Board: a Chair and Vice-Chair;
a Secretary, and a Treasurer.
Section 2. Election. The Board shall establish procedures to solicit and gather nominations to fill
the positions of Chair, Vice-Chair, Secretary and Treasurer. The list of nominations shall be presented in
writing to the Board at the regular annual meeting of the members or at a special meeting called for the
purpose of electing such officers. Each director may vote for one nominee for each office to be filled. The
votes shall be cast by written ballot, including ballots received by electronic transmissions, at the meeting
in which the list of nominations is presented. The nominee receiving the most votes for each office will
be elected.
Section 3. Term. Subject to Article III, Section 5 above, officers shall serve a term of two years, or until
their successor is duly elected and takes office. They may be re-elected for unlimited additional two-year
terms, to be served in like manner. The Vice Chair, Secretary and Treasurer may not serve a term of office
that would cause the officer to exceed the limits for service set forth in Article III, Section 4.
Section 4. Duties.
(a) Chair or Vice-Chair. The Chair or, in his or her absence, the Vice-Chair shall
preside at all meetings of the Board of Trustees and shall serve as Chairperson of
the Executive Committee. The Chair shall be a member of all committees ex
officio, and shall appoint the members of all committees. As Chair or Vice-Chair,
he or she shall perform all other duties appertaining to the office.
(b) Secretary. The Secretary shall be responsible for overseeing the preparation and
safe keeping of the corporate records including minutes of all Board meetings, the
preparation and distribution of meeting notices, distribution of copies of minutes
and the agenda to each board member, and assuring that corporate records are maintained.
(c) Treasurer. The Treasurer shall oversee the maintenance of the financial records of the
corporation and shall make a financial report at each Board meeting. The Treasurer shall chair
the Finance Committee, assist in the preparation of the budget, and make financial information
available to Board members, and where appropriate, the public.
A RT I C L E V I
Committees
Section 1. The Executive Committee. The Executive Committee, consisting of the Chair and Vice-
Chair, Secretary, Treasurer, President of the College, and the Chairpersons of the Standing Committees,
and shall serve such functions as are deemed necessary by the Chair or Vice-Chair between meetings of
the Board. The College President or his/her delegate shall be an ex-officio member of this committee.
Section 2. The Finance Committee. The Finance Committee is responsible for developing and reviewing
fiscal procedures, preparing an annual budget and stewardship of the College assets. The Board must
approve the budget and all expenditures must be within the budget. Any major change in the budget
must be approved by the Board or the Executive Committee. The College President or his/her delegate will
be an ex-officio member of this committee.
Section 3. The Development Committee. The Development Committee shall design and implement
all fundraising activities and campaigns for the Corporation. All such activities and campaigns must be
approved by the full Board. The College President or his/her delegate shall be an ex-officio member of
this committee.
Section 4. Nominating and Governance Committee. This committee is responsible for providing nominees
for membership on the Board, assessing Board performance, and nominating officers of the Board.
The College President or his/her delegate shall be an ex-officio member of this committee.
Section 5. Other Committees. Other standing or ad hoc committees shall be established as needed by
the President with the concurrence of the Board.
A RT I C L E V I I
R e s i g n a t i o n s
Section 1. Written Resignations. Resignations of Trustees and officers shall be submitted in writing
to the Chair or Vice-Chair by mail or electronic transmission.
Section 2. Timing of vacancy. An individual’s trusteeship shall be considered to become vacant
immediately upon receipt of his or her written resignation, removal from office by two-thirds vote of
the Board of Trustees upon recommendation of the Governance Committee, expiration of his or her
maximum period of service, incapacity, or death.
A RT I C L E V I I I
O f f i c e r s a n d Tr u s t e e s I n d emn i f i c a t i o n
The corporation shall indemnify, and advance expenses to a Trustee, to the fullest extent permitted
by the Ohio Nonprofit Corporation Law (Chapter 1702 of the Ohio Revised Code as in effect at the
date of adoption of these Bylaws and as the same may hereafter be amended) any person who has
been made, or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal,
administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the
right of the corporation), by reason of the fact that the person is or was a director or officer of the
corporation, or a fiduciary within the meaning of the Employee Retirement Income Security Act of
1974 with respect to an employee benefit plan of the corporation, or serves or served at the request
of the corporation as a director or as an officer, or as a fiduciary of an employee benefit plan, of
another corporation, partnership, joint venture, trust, or other enterprise.
A RT I C L E I X
F i s c a l Ye a r
The fiscal year of the corporation shall be July 1 through June 30.
A RT I C L E X
C o l l e g e A dmi n i s t r a t i o n
Section 1. Administrative Officers. The Officers shall include the President appointed by the Board
of Trustees following consultation with faculty, students, and staff. In addition, following input from
faculty, students, and staff, and upon recommendation of the President of the College and approval
of the Board of Trustees, there shall be other executive level administrative positions as determined
by the Board of Trustees.
Section 2. Additional Officers. The President shall have the power to appoint other administrative
officers and assistant officers as needed, following appropriate consultation and review and approval
by the Board of Trustees.
A RT I C L E X I
Ame n dme n t s t o t h e B y l aws a n d A r t i c l e s o f I n c o r p o r a t i o n
These Bylaws and the Articles of Incorporation may be amended by vote of a two-thirds majority of
the voting Trustees present at a regular meeting, or at any special meeting at which a quorum of
trustees is present, called for that purpose according to the procedures established in Article IV of
these Bylaws. Proposed amendments shall be submitted in writing and mailed to the Board at least
30 days before the date of the meeting at which the amendment is to be presented.
A RT I C L E X I I
U s e O f A s s e t s
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its
trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered
to pay reasonable compensation for services actually rendered and to make payments and distributions in
furtherance of its exempt purposes. The Corporation shall not participate in, or intervene in (including
the publishing or distribution of statements), any political campaign on behalf of or in opposition to any
candidate for public office and no substantial part of the activities of the corporation shall be the carrying
on of propaganda, or otherwise attempting to influence legislation. Notwithstanding any provision of
these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by (1)
a corporation exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended, or (2) a corporation, contributions to which are deductible under Section 170(c)(2)
of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future United
States Internal Revenue Law.
A RT I C L E X I I I
D i s s o l u t i o n .
This Corporation may be dissolved by resolution of a majority of its Trustees.
Upon the dissolution of the Corporation, all of the remaining assets of the Corporation shall be
distributed only to one or more organizations created and operated for one or more exempt purposes, all
of the foregoing within the meaning of Article III hereof and within the meaning of Section 501(c)(3) of
the Internal Revenue Code, or shall be distributed to an agency of federal or state government exclusively
for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common
Pleas of the county in which the principal office of the Corporation is then located, exclusively for such
purposes or to such organizations, as said court shall determine, which are organized and operated
exclusively for such purposes.
Adopted by resolution of the Board of Trustees _______________, 2008
