College Bylaws

Article I

The Corporation

Section 1.1 - Name, Location and Seal

The Corporation shall be known as Emerson College.  Its principal office shall be in Boston, Massachusetts.  It shall have a corporate seal bearing the name of the Corporation, the date "1886," and such other device or inscription as a two-thirds majority of the Board of Trustees (“Board”) may determine.

Section 1.2 - Purposes

The purposes of Emerson College are as follows:

To give a general college education with special emphasis on innovation in communication and the arts, with authority to confer degrees including the following and others that may be approved from time to time: Bachelor of Arts; Bachelor of Fine Arts; Bachelor of Music; Bachelor of Science; Master of Arts; Master of Fine Arts; Master of Science; Doctor of Philosophy; and the honorary degrees of Master of Arts; Doctor of Humanities; Doctor of Laws, and Doctor of Literature.

To operate exclusively for the above stated purposes and such other charitable, benevolent, eleemosynary, educational, literary or scientific purposes as shall qualify the corporation as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, amended before or after the date hereof, or of any succeeding United States internal revenue law, whenever enacted, containing provisions substantially similar to said Internal Revenue Code of 1986.  

To nurture, encourage, educate and train students to think creatively, to work efficiently, and to achieve in practice what they envision in their imagination.  

To award degrees in recognition of the attainment of the practical and theoretical skills necessary to practice vocations chosen by the students.  

To conduct research and to document and publish the results of that research.  

To receive and hold gifts and grants of tangible and intangible property and to invest and reinvest the same for the aforesaid purposes.

Section 1.3 - Prohibition of Discrimination

In administering its affairs, the College shall not discriminate against any person on the basis of race, creed, color, religion or religious creed, national or ethnic origin, ancestry, gender or sex (including pregnancy), sexual preference, gender identity or expression, age, disability or handicap, genetics or status as a veteran or any other category protected by law.

Article II

The Board of Trustees

Section 2.1 - Number

The College shall have a Board consisting of not less than twenty-one (21) nor more than thirty-five (35) persons, including the President of Emerson College then serving, who shall be a voting ex-officio member of the Board.

Section 2.2 - Election and Term Limits

Candidates for election and/or re-election to the Board shall be nominated by the Governance Committee. Trustees shall be elected by a two-thirds vote at the Annual Meeting for a term of three years.  In the case of a Trustee chosen to fill an unexpired term, that term shall expire as originally scheduled.  

Trustees who have served for four consecutive terms (including any portion of a term), shall normally not be eligible for re-election until two years have elapsed after the end of their fourth term. If there are extenuating circumstances where continuity of service from a particular Trustee is in the best interest of the College, the Board, at the i) recommendation of the Governance Committee; ii) approval of the Chair; and iii) a two-thirds majority of the Trustees, may elect such Trustee to serve for not more than one additional three-year term without the two-year delay.

Section 2.3 - Alumni Trustees

At least 10% of the Trustees shall be alumni of Emerson College and at least one of them shall serve as a liaison to the Alumni Board.  

Section 2.4 - Faculty and Student Representatives

The Faculty of Emerson College shall be represented at all meetings of the Board by a faculty member. The Faculty Assembly shall elect the Faculty Representative. The Faculty Representative shall serve for a term of two years.  The Faculty Representative shall be entitled to attend the meetings of the Board, and at the invitation of the Chair, may participate in Board discussions. The Faculty Representative is not a Trustee by reason of committee participation and shall not be entitled to vote and shall not count toward the presence of a quorum. The Faculty Representative shall not be entitled to participate during executive sessions of the Board. When the Faculty Representative is unavailable to attend a Board meeting, the Faculty Representative may designate either the faculty representative to the Academic Mission and Programs Committee or the faculty representative to the Student Experience Committee to serve as a replacement.

The student body of Emerson College shall be represented at all meetings of the Board by one undergraduate and one graduate student nominated through a Board-approved peer-selection process and then approved by the President and the Board. The term of a student representative shall be for an academic year, beginning at the fall meeting of the Board and ending at the following Commencement. The student representative shall be entitled to attend the meetings of the Board and at the invitation of the Chair, may participate in Board discussions.  The student representative is not a Trustee by reason of committee participation and shall not be entitled to vote and shall not count toward the presence of a quorum. The student representative shall not be entitled to participate during executive sessions of the Board.

Section 2.5 - Resignation and Removal

A Trustee may resign by delivering a signed resignation in writing or electronically to the Chair of the Board or the Secretary/Clerk, such resignation to be effective upon receipt or at such time as may be specified therein.
Any Trustee, other than the President, may be removed as a Trustee with or without cause at any meeting regularly scheduled or called for the purpose by vote of two-thirds of the Trustees then in office.

Section 2.6 - Trustees Emeriti

Upon recommendation of the Governance Committee, Trustees who have served with distinction for their maximum allowable terms, may be elected as Trustees Emeriti. An Emeritus Trustee is not a Trustee by reason of Emeritus/Emerita status.  They are not entitled to: vote in Board meetings, serve as Officers, serve as members of the Executive Committee, or be included when calculating a quorum. They may participate in meetings of the Board in a non-voting capacity and may serve as non-voting members of Board Committees.  An Emeritus Term is without limit, provided however that Emeritus Trustee may be removed upon a two-thirds vote of the then-serving Trustees.

Article III

Powers of the Board of Trustees

The Board is the governing body of the College, with all necessary powers to preside over its business and affairs. The primary functions of the Board shall be to review and approve the strategic direction for the College and to steward the sound utilization of its resources.  The Board’s role of governance is distinct from the management and operational roles of the administration. The Board shall have all the powers to carry out any other functions that are permitted by these Bylaws or by the Articles of Incorporation, except as limited by law. The powers of the Board shall include, but shall not be limited to, the following:

• Mission and Purpose.  To understand, determine, and periodically review and revise the distinctive mission and purposes of the College.
• Policies and Planning.  To establish, review, and revise major policies and long-range plans within the bounds of its authority. 
• Academics.  To review and approve the creation of or changes in the educational programs of the College, consistent with its purposes. To approve the granting of all degrees, including all honorary degrees.
• Governance.  To elect and remove the Trustees and Officers of the Board. To elect, evaluate, and remove the President or Acting President.  
• Financial Matters.  To review and take appropriate action respecting the budgets of the College. To authorize, subject to resolutions and delegations of authority: the incurring of material unbudgeted debts and the securing thereof by mortgage and pledge of real and personal property, tangible, and intangible, presently owned or to be acquired by the College. To establish investment and spending policies for the management of the assets and endowments of the College. To authorize any changes in tuition and fees.
• Property.  To authorize, subject to resolutions and delegations of authority: (a) the purchase and sale of any real estate or the purchase and sale of personal property of material cost; (b) a lease of real estate either by the College or to the College for a material term; and (c) the construction of new buildings and major renovations of existing buildings of the College at material cost.
• Audit and Risk Management.  To appoint and, when necessary, remove firms of qualified public accountants recommended by the Audit, Risk, and Compliance Committee of the Board.  To approve the annual audit of the books of the College and its systems of financial controls. To regularly assess the current and potential future risks to the College and ensure that appropriate actions are taken to mitigate them.

Article IV

Officers of the Board of Trustees

Section 4.1 - Number

The Officers of the Board shall be a Chair, one or more Vice Chairs, a Treasurer, and a Secretary/Clerk, who shall be elected members of the Board.  

Section 4.2 - Selection, Term

Officers of the Board shall be recommended by the Governance Committee and elected by the Board at the Annual Meeting for a term of one year (unless a vacancy occurs at another time). The Officers of the Board may be re-elected annually for up to six consecutive terms and will serve until their successors take office. The Officers shall not serve for more than six consecutive terms unless there are extenuating circumstances where continuity of service from a particular Officer is in the best interest of the College. In such case, Trustees, upon recommendation of the Governance Committee, may, by a vote of two-thirds of all Trustees then in office, extend the terms of any such Officer, for an additional term. 

Section 4.3 - Chair

The Chair shall preside at all meetings of the Board and of the Executive Committee; shall serve as chair of the Executive Committee; shall have a right to vote on all questions; shall appoint committee Chairs and members in consultation with the Governance Committee; and, shall have such other powers and duties as the Board or these Bylaws, from time to time may prescribe.  The Chair shall be the spokesperson for the Board.

Section 4.4 - Vice Chair

A Vice Chair designated by the Chair shall preside when the Chair is unable to do so, and, when serving in that capacity shall have all the powers of the Chair.

Section 4.5 - Secretary/Clerk

The Secretary/Clerk shall prepare or supervise the preparation of minutes of all business transacted at each meeting of the Board, which minutes, after approval by the Trustees, shall be made into a permanent record of the College.

Section 4.6 - Assistant Secretary/Clerk

The Board may appoint at the Annual Meeting one or more Assistant Secretary/Clerks to serve for a term of one year to assist the Secretary/Clerk in the performance of their duties and to assume the duties of the Secretary/Clerk when the Secretary/Clerk is unavailable or it is useful to support the daily operations of the College. Any Assistant Secretary/Clerk may be re-elected annually by the Board or may be removed with or without cause by the Board.

Section 4.7 - Treasurer

The Treasurer shall be a Trustee with demonstrated expertise in financial management.  

The Treasurer shall, subject to the direction and control of the Board, have general oversight of the financial affairs of the College and shall be the Board’s representative in reviewing the actions of the College’s Chief Financial Officer. The Treasurer shall be Chair of the College Finances and Resources Committee. The Treasurer shall ensure that financial statements are made available to the Trustees in a timely manner. The Treasurer shall ensure that other financial reports, including those for actions requiring Board approval, College investments, and annual or special audits, are provided to all Trustees in a timely manner for review and discussion as appropriate.

The Chief Financial Officer shall serve as Assistant Treasurer to the Board for the purpose of executing real estate documents pursuant to Massachusetts General Laws Ch. 155 §8. 

Article V

Meetings of the Board of Trustees

Section 5.1 - Regular Meetings

The annual meeting of the Board shall be held in May, or at such earlier or later date as may be determined from time to time by the Chair at such place, time and hour as the Chair shall designate. There shall be at least two (2) other regular meetings of the Trustees in each year, which may be held at such places and at such times as the Chair may determine. Notice of the time and place/means of each meeting of the Trustees shall be given to each Trustee at least fourteen days before the meeting, by United States Postal Service, commercial carrier, electronic mail, or by any other form of communication requiring acknowledgement of receipt, addressed to the Trustee at the Trustee’s usual or last known business or residence address or e-mail address on record.

Section 5.2 - Special Meetings

Special meetings of the Board may be held at any time and at any place when called by the Chair, the President, or by five or more Trustees. Notice of the time and place/means of each special meeting of the Trustees shall be given to each Trustee at least seven days before the meeting, by one of the means outlined in the foregoing section.  In the event of an emergency as determined by the President or Chair, notice of a special meeting may be given by electronic mail less than 24 hours before the meeting. The only business that may be done at the special meeting shall be as stated in the notice, except that a matter that has not been set forth in the notice may be voted upon only with the consent of two-thirds of the Trustees present at the meeting. 

Section 5.3 - Waiver of Notice 

A Trustee (or the Trustee’s attorney) may waive notice in writing before or after the meeting. Such waiver must be filed with the records of the meeting. Notice is also waived by any Trustee who attends the meeting without protesting lack of notice prior to the meeting or at its commencement. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law, the Articles of Incorporation or these Bylaws.  

Section 5.4 - Quorum

At any meeting of the Trustees, a majority of the Trustees shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned, without further notice.

Section 5.5 - Action by Vote

When a quorum is present at any meeting, a majority of the Trustees present shall decide any question, unless otherwise provided by law, the Articles of Incorporation, or these Bylaws.

Section 5.6 - Action by Writing

Any action required or permitted to be taken at any meeting of the Trustees may be taken, without a meeting, if all the Trustees consent to the action in writing, which may be electronic, and the written consents are filed with the records of the meetings of the Trustees. Such consents shall be equivalent for all purposes as a vote taken at a meeting.

Section 5.7 - Electronic Participation in Meetings

Unless otherwise provided by law or the Articles of Incorporation, meetings of Trustees may be held entirely virtually and/or Trustees may participate in meetings electronically, provided that all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Section 5.8 - Executive Session

At the discretion of the Chair, the Board may hold any regular or special meeting, or any part thereof, in executive session with participation limited to voting Trustees with such exceptions as the Chair may provide. 

Article VI

Officers of the College

Section 6.1 - Officers

The Officers of the College shall consist of the President, the Vice Presidents, and other senior administrative officers the President may designate from time to time.  Titles used herein may be modified by the President.

Section 6.2 - President

The President of the College shall be the chief executive officer of the College and, as such, shall have charge of the day-to-day affairs of the College, subject to the authority of the Board. The President shall have the responsibility for the hiring and firing of all other employees of the College. The President shall have the responsibility for adherence to annual budgets approved by the Board. The President shall regularly advise the Board concerning all matters relevant to the College's goals and objectives. In case of the resignation, removal, death, disability, or material absence of the President, the Executive Committee will make a recommendation to the Board, which shall elect an individual to serve as Acting President until such time as the President returns or until the election of a new President.

Section 6.3 - Vice President of Finance and Chief Financial Officer

The Vice President of Finance and Chief Financial Officer (“CFO”) shall, subject to the direction of the President and the oversight of the Board, have charge of the management of the financial affairs of the College. The President shall, with the advice and consent of the Board, appoint an individual qualified by experience and training to be the CFO. The CFO shall report directly to the President. The CFO shall have primary responsibility for the design, implementation, maintenance, and enhancement of a system or systems of financial controls ensuring that all aspects of the College’s business are carried out appropriately. The CFO shall be responsible for keeping the financial and business records of the College and for advising the Treasurer and the College Finances and Resources Committee of the Board on all matters relating to the financial health of the College. The CFO shall be responsible for the preparation and adherence to annual budgets to be presented to the Board for its approval.

Section 6.4 - Vice President for Academic Affairs and Provost

The Vice President of Academic Affairs and Provost shall, subject to the direction of the President and the oversight of the Board, be responsible for oversight of all academic programs. The Vice President for Academic Affairs and Provost shall report directly to the President. The Vice President for Academic Affairs and Provost shall receive recommendations developed by the faculty and educational officers for consideration and recommendation to the President.

Article VII

Committees of the Board of Trustees

Section 7.1 - Appointment and Responsibilities

There shall be an Executive Committee and other standing committees of the Board as specified in this Article, with their Chairs and members selected as noted in Section 4.3. Except for the Executive Committee, whose role is specified in detail in these Bylaws, these committees shall participate in the governance process as follows: (i) counsel, advise, and make recommendations to the Board; (ii) gather information and meet as needed to fulfill their roles; and (iii) keep the Board informed of their activities and achievement of goals in a timely manner. The charges of each committee shall be set forth in separate documents, which shall be voted upon by the Board. Except as provided otherwise in these Bylaws, the Chair of the Board and the President of the College shall be ex-officio voting members of all standing committees. The membership of each standing committee shall include at least three additional Trustees beyond ex-officio members. Individuals who are not Trustees may also be appointed as non-voting members of committees except as prohibited in these Bylaws. Non-Trustee committee members shall be instructed on and must agree to comply with appropriate guidelines concerning confidentiality, conflict of interest, conduct, and other rules applicable to Board and committee participation. The Chair of each standing committee shall be a Trustee. The presence of a majority of the voting members of a committee shall constitute a quorum for the transaction of business.  A vote shall be determined by a majority of current voting members present at a meeting of the committee. Except as otherwise expressly provided in this Article or an approved Committee Charter, the committees shall serve in an advisory capacity to the Board and Administration and shall not take any action that purports to bind the Board or Emerson College. 

Section 7.2 - Changes to Standing Committees

The Board may, by two-thirds vote of Trustees present at a meeting of the Board, create, change or discontinue any of its standing committees established by these Bylaws for such time as it may determine. In the event of discontinuance, the duties of any such Committee may be performed by the Executive Committee.

Section 7.3 - Committee Staffing

At the request of the Chair of a standing committee, and with the consent of the Chair of the Board, the President shall designate appropriate employees of the College to assist that Committee in carrying out its responsibilities.

Section 7.4 - The Executive Committee

The Executive Committee shall include as voting members the Officers of the Board, the President, and Trustees designated by the Chair per Section 4.3. The Chair may invite others to attend meetings of the Executive Committee.

Between meetings of the Board, the Executive Committee shall have general supervision of the administration and property of the College, except that, unless specifically so empowered by a vote of two-thirds of all Trustees then in office, the Executive Committee may not take any action which is otherwise reserved for the Board as set forth in Article III or otherwise in these Bylaws; or which is not authorized by law to be taken by an Executive Committee. Notwithstanding the foregoing, the Executive Committee may take emergency action when it is in the best interest of the College and convening the full Board is impracticable. The Board may, however, reverse or modify any emergency Executive Committee action taken per this paragraph except that it cannot nullify or impair any payment, sale, contract, or definitive/legally enforceable commitment.  

If necessary, the Executive Committee will appoint persons to serve as Acting Treasurer and/or Acting Secretary/Clerk until the next Annual Meeting.

The Executive Committee oversees assessments of the President’s performance, compensation, and contracts.  The Executive Committee may also, upon request of the President, advise on compensation of other highly compensated members of the administration. The President may not attend meetings of the Executive Committee when the President’s compensation is under consideration.

Minutes of the meetings of the Executive Committee shall be taken and shall be available in the Board’s information system of record for each member of the Board following each Executive Committee meeting unless, in the discretion of the Chair, minutes contain matters discussed by the Executive Committee that, in the reasonable judgment of the Chair, would have an adverse impact on the College if circulated beyond the members of the Executive Committee.

Section 7.5 - The Governance Committee 

The purpose of the Governance Committee is to determine the most effective composition of the Board and to develop practices and policies that enhance Board performance. The committee is responsible for (i) establishing and maintaining standards of Board conduct; (ii) recruiting Board members; (iii) recommending Trustees, Board officers, and Trustees Emeriti for Board approval as provided in Sections 2.2, 2.6, 4.2 and 4.3; (iv) ensuring that Board members have adequate orientation and ongoing education; (v) assessing the performance of the Board and Trustees; and (vi) periodically reviewing and ensuring compliance with these Bylaws and other Board policies.  

Section 7.6 - The Academic Mission and Programs Committee

The purpose of the Academic Mission and Programs Committee is, in cooperation with the President and Provost, to study, appraise, and seek continual improvement in the quality and viability of the College’s academic programs. The Committee reviews and oversees the successful pursuit of the College’s core mission of scholarship and teaching, as well as the success of the College’s students after graduation. The Committee shall review tenure, promotion, pre-tenure leaves, sabbaticals, appointment to endowed chairs, appointment to emeritus status, accreditation, degrees and programs offered, academic organization, program review and curricular issues, and academic policy.

The Faculty Assembly may elect one faculty member to the Academic Mission and Programs Committee. The faculty member shall serve a two-year term. 

Section 7.7 - The College Finances and Resources Committee

The purpose of the College Finances and Resources Committee is to review annual and multi-year operating and capital budgets, and monitor adherence to the budget. The Committee will also set long-range financial goals, and present all financial goals and proposals to the full Board for approval. The Committee shall oversee the adequacy and suitability of the College’s physical plant, which shall include buildings, grounds, infrastructure, major capital equipment and technology, including their construction, maintenance and replacement. The Committee shall provide oversight of the College’s financial, infrastructure, and human capital asset planning efforts. The College Finances and Resources Committee is chaired by the Treasurer and staffed by the Chief Financial Officer. 

Section 7.8 - The Audit, Risk, and Compliance Committee

The purpose of The Audit, Risk, and Compliance Committee is to engage firms of appropriately qualified public accountants to carry out annual audits of the College in compliance with standard best practices. The Committee shall ensure that the audit findings are presented to the Board. The Committee shall have oversight of the internal audit system of the College and the College’s enterprise risk management. A majority of the members of the Committee shall not be members of the College Finances and Resources Committee.

The Committee is responsible for oversight of the College’s compliance with annual conflict of interest disclosure requirements and adherence by Trustees, Officers, and employees with applicable financial, accounting or auditing principles.

Section 7.9 - The Equity, Access, and Social Justice Committee

The purpose of the Equity, Access, and Social Justice Committee is to partner with College leadership to ensure adequate strategy and resourcing for addressing challenges of institutional bias, and to serve as a conduit for systemic change. The purpose of the Committee is to ensure the Board maintains equity, access, and social justice as key matters of inquiry, deliberation, work, and focus.  The Committee will operate as a resource to the Board to support building culture and practices that are informed by equity, access, and social justice.

Section 7.10 - The Advancement and Alumni Relations Committee

The purpose of the Advancement and Alumni Relations Committee is to provide support, counsel, and strategic input on matters related to fundraising and engagement, as well as alumni relations. This Committee is charged with inspiring a culture of philanthropy throughout the College and engaging all members of the College’s governance structure in the fundraising process.

Section 7.11 - The Student Experience Committee

The purpose of the Student Experience Committee is (1) to review and advise on matters regarding campus climate, student wellbeing, the residential experience, student activities, civic engagement, and belonging, in order to ensure a successful student experience and (2) to review and advise on strategies, policies and practices relating to recruitment, enrollment, retention, financial aid and discounting for both undergraduate and graduate students.
The Faculty Assembly may elect a faculty member to serve a two-year term on the Student Experience Committee.

Section 7.12 - The Investment Committee    

The purpose of the Investment Committee is to oversee and ensure the prudent and effective investment and management of the endowment and other investment assets. The Committee shall have the authority to engage, review, and/or remove investment advisors and investment managers as circumstances dictate.  

Section 7.13 - Special and Ad Hoc Committees 

In addition to the Standing Committees just described, the Chair may establish Special and/or Ad Hoc Committees to meet specific long-term or short-term needs.

Article VIII

Advisory Boards

At the request of or in consultation with the President, the Board may, from time to time, constitute advisory boards to accomplish tasks in support of the College’s strategic objectives. Advisory boards have no fiduciary or governing responsibility. They shall regularly report to the Trustees on their activities and progress. The Trustees shall have the power to approve the membership and leadership of any such advisory board. 

Article IX

Personal Liability, Indemnification

Section 9.1 - No Personal Liability

Except as required by law, the Trustees and Officers shall not be personally liable for any debt, liability or obligation of the College. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the College, may look only to the funds and property of the College for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise be or become due or payable to them from the College.

Section 9.2 - Indemnification

To the fullest extent permitted by applicable law, the College shall indemnify and hold harmless (i) its current and former Trustees, Officers, employees and other agents; and (ii) persons who serve at its request as directors, officers, employees or other agents of another organization. Such indemnification will be provided under the terms and conditions that the College determines in its sole discretion against all reasonable liabilities, losses, costs and expenses asserted against or incurred by an indemnitee in the payment, settlement and defense of claims, actions or proceedings brought against them in such capacity or arising out of their status as such. If, however, the College determines in its sole discretion that an individual whose indemnification is provided for herein has acted willfully, recklessly, with gross negligence, or in violation of that individual’s authority at or duties to the College or public policy, indemnification shall be provided only to such extent and under such conditions as the Board may authorize as a matter of discretion, upon consultation with the College’s General Counsel. No duty to indemnify from any loss or cost hereunder shall arise unless and until the covered individual submits the claim to the Office of General Counsel in writing promptly and provides the College an opportunity to defend or avoid such loss or cost.

Section 9.3 - Insurance

The College shall purchase directors’ and officers’ liability insurance policies.

Article X

Conflict of Interest

Section 10.1 - Conflict of Interest Obligations

Each Trustee shall be familiar with and comply with the College’s Conflict of Interest Policy for Trustees, Officers and Committee Members (“Trustee Conflict Policy”).  Trustees must submit confidentiality agreements and conflict of interest disclosures annually. The statements shall be submitted to the Office of the President and to the Executive Committee, which will be reviewed pursuant to the Trustee Conflict Policy.

Section 10.2 - Definition of Conflict of Interest

Per the Trustee Conflict Policy, an actual or potential conflict may occur when:

• A Trustee has a direct or indirect interest in a transaction or matter affecting the College;
• A Trustee is a party to, has a financial interest in, or a personal or business interest in, the transaction or matter.
• A Trustee has a relationship or interest that may impair or reasonably may appear to impair the Trustee’s independent, unbiased judgment.  

Section 10.3 - Action Related to Actual or Potential Conflict of Interest

When an actual or potential conflict arises, the Trustee must disclose it to the Chair and the General Counsel when it arises. In the case of a matter involving the Chair, the Chair must disclose such matter to both the longest-serving Vice Chair and the General Counsel.

When a Trustee has an actual or potential conflict:

• The Trustee shall not vote in the matter or be counted in determining a quorum for any vote on such matter during a meeting of the Board or any committee;
• The Trustee shall not be present for or participate in any part of the meeting during which such matter is under consideration, unless the Chair invites such Trustee to make a statement to it or answer questions;
• Such Trustee shall not use personal influence in any manner with respect to such matter; and
• The minutes of any meeting in which the matter is discussed or voted on shall document the Trustee’s recusal and/or absence from any discussions of the matter.

Article XI

The Faculty

Section 11.1 - Membership

The faculty shall consist of the professors, associate professors, assistant professors, term faculty, lecturers, instructors, and the President, together with such others designated by vote of the Board.

Section 11.2 - Powers

The faculty, with the concurrence of the President, shall have the power to determine, subject to the approval of the Board, the courses of study, the modes of examination, and the general method of instruction.

Article XII

Dissolution – Prohibition on Inurement

Section 12.1 - Dissolution

The Corporation may be dissolved by vote of a two thirds majority of the Trustees then in office. Upon dissolution of the Corporation or the termination of its activities, the assets of the Corporation remaining after the payment of all its liabilities shall be distributed exclusively to one or more organizations organized and operated exclusively for such purposes as shall then qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, with a preference for educational institutions.  

Section 12.2 - Prohibition on Inurement

Upon dissolution of the Corporation, no part of the net earnings of the Corporation shall inure to the benefit of any Trustee, Officer or employee of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation in carrying out one or more of its purposes), and no Trustee, Officer or employee of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.

Article XIII

Financial Matters

Section 13.1 - Deposit of Funds

All funds of the College not otherwise employed shall be deposited in such banks or trust companies or with such bankers or other depositaries as the Board of Trustees may from time to time determine.

Section 13.2 - Signatures

All agreements, contracts, checks, diplomas, drafts, endorsements, evidences of indebtedness and notes of the College shall be signed by such Officer or Officers or agent or agents of the College and in such manner as the Board may from time to time determine.

Article XIV

Fiscal Year

The fiscal year of the Corporation shall commence on July 1 and end on June 30.

Article XV

Review and Amendment of Bylaws

These Bylaws may be altered, amended or repealed by a two-thirds vote of those Trustees present at any meeting.