Bylaws of the Corporation - Updated | Worcester Polytechnic Institute

Article I - Name

The name of the Corporation is Worcester Polytechnic Institute (the “Corporation”). It is intended that the Corporation shall have the status of a corporation which is exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended, or any corresponding provisions of any future federal tax laws (hereinafter referred to as the “Code”), as an organization described in Section 501(c)(3) of the Code.

Article II - Offices

Section 1. Corporate Office

The initial principal office of the Corporation shall be located at 100 Institute Road, Worcester, Massachusetts 01609. The Corporation may have such other offices, either within or without the Commonwealth of Massachusetts and within or outside the United States, as the Board of Trustees may designate or as the affairs of the Corporation may require from time to time.

Section 2. Registered Office

The registered office of the Corporation required to be maintained in the Commonwealth of Massachusetts may, but need not, be identical with the principal office in the Commonwealth of Massachusetts. The address of the registered office may be changed from time to time by the Board of Trustees.

Article III - Purpose, Mission and Use of Funds

Section 1. Purpose and Mission

The Corporation educates talented students in engineering, science, management, and humanities in preparation for careers of professional practice, civic contribution, and leadership, facilitated by active lifelong learning. This educational process is true to the founders' directive to create, to discover, and to convey knowledge at the frontiers of academic inquiry for the betterment of society. Knowledge is created and discovered in the scholarly activities of faculty and students ranging across educational methodology, professional practice, and basic research. Knowledge is conveyed through scholarly publication and instruction.

Section 2. Use and Administration of Funds

In making distributions to effectuate the charitable and educational purposes of the Corporation, as delineated in Section 1 above, the Board of Trustees shall have the authority to make distributions of both income and principal in such proportions and amounts as the Board of Trustees, in its discretion, determines advisable, provided that all such distributions are consistent with all applicable federal tax laws and regulations, and with Massachusetts law governing acceptance, administration and distribution of charitable funds. The Corporation is not formed for financial or pecuniary gain; and no part of the assets, income, or profits of the Corporation shall be distributable to, or inure to, the benefit of its trustees or officers or any other private person, and except to make payments and distributions in furtherance of the purposes of the Corporation, as set forth in Chapter 214 of the Acts of 1865, as heretofore amended (the "WPI Charter") and Section 1 above. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation; and no part of the activities of the Corporation shall be the participation in, or intervention in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. The Corporation shall not engage in any excess benefit transaction within the meaning of Section 4958 of the Code.

Section 3. Termination of Corporation

The Board of Trustees shall have the authority to authorize a petition for the Corporation's dissolution to be filed in the Massachusetts Supreme Judicial Court, all in accordance with M.G.L. c. 180, Section 11A.

Article IV - Membership of the Corporation

Section 1. Defining the roles and responsibilities of the Board of Trustees, President, Provost, Academic Deans and Faculty

The Corporation shall consist of members individually referred to as Trustees and collectively as the Board of Trustees. The number of Trustees shall be at least twelve, and may be as many as shall be elected by the Board of Trustees.

A. The Board of Trustees: The Board of Trustees (the “Board”) is the governing board and final institutional authority of Worcester Polytechnic Institute (“WPI” or the “University”). The Board is authorized to carry out all functions permitted by law and these bylaws, including but not limited to:

Reviewing and approving the University’s mission, purposes and organizational structure;
Appointing the President and setting appropriate terms of employment, including compensation;
Supporting the President and assessing the President’s performance;
Approving institutional policies and decisions bearing on faculty appointment, promotion, tenure, discipline and dismissal;
Reviewing and approving new academic programs and major changes in existing programs, academic organization and structure;
Approving all earned and honorary degrees;
Approving the University’s annual operating budget, capital budget, tuition and fees;
Monitoring the University’s financial condition and establishing policies affecting institutional assets;
Authorizing any debt financing and approving the securitization of loans;
Authorizing the construction of new buildings, capitalization of deferred maintenance backlogs, and major renovations of existing buildings;
Authorizing the purchase, sale and management of land, buildings, or major equipment in excess of $1.0M;
Contributing financially to the University’s fundraising goals and participating actively in strategies to secure sources of support;
Approving the terms of employment and compensation of vice presidents and administrative officers who serve at the pleasure of the President;
Electing Board members and officers;
Reviewing these Bylaws and undertaking or authorizing assessments of the Board’s performance.

The Board, while maintaining a general overview of the University, entrusts the operation of the University to the President. The policies established or approved by the Board shall be administered by the President directly, or by delegation to others. In discharge of its responsibilities, the Board may make such formal and informal delegations of functions, responsibilities and authorities as it considers appropriate to the President and, through the President, to administrative officers and members of the Faculty.

B. The President. The President is the chief executive officer of the University responsible for all of the University’s affairs. The President is a Trustee, a member of the Faculty, and an ex officio member of all committees of the Board and the Faculty (except joint tenure and promotion committees making recommendations to the Provost and the President). The President has full authority to:

Operate the University, including all of its academic, administrative and financial affairs;
Set institutional policies;
Consult with the Faculty and other key stakeholders on important institutional concerns;
Maintain and grow the University’s resources;
Prepare and submit for the Board’s approval proposed operating and capital budgets for the ensuing fiscal year;
Establish an organizational structure that will best enable the President to discharge the duties of the office effectively;
Lead the process of establishing the University’s strategic priorities, recognizing that such a process should facilitate a shared effort between the Board, the administration, the Faculty, students and the University community;
Appoint vice presidents and other officials to carry out responsibilities for institutional activity.

C. The Provost. The Provost is the University’s chief academic officer after the President. The Provost shall take the initiative in proposing plans and actions in academic matters, in reviewing and implementing educational programs and policies, and in meeting and consulting with Academic Deans, Department Heads, and members of the Faculty. The

Provost:

Is appointed by the Board on nomination by the President;
Reports to the President;
Is a member of the Faculty and shall be an ex officio a member of every Faculty committee and of all committees (except joint tenure and promotion committees making recommendations to the Provost) or other bodies concerned with academic policy and appointments;
Appoints, supervises and evaluates the Academic Deans;
Creates, reviews and approves academic policies;
Recommends Faculty candidates for tenure and promotion to the President and the Board of Trustees.

D. The Academic Deans. Academic Deans are members of the Faculty, reporting to the Provost, charged with responsibility to operate WPI’s academic programs and its four Schools: The School of Arts and Sciences; The School of Engineering; The Foisie School of Business; and The Global School. The Provost may also appoint other academic deans and administrators, including but not limited to deans of Undergraduate Studies and Graduate Studies, and a Vice-Provost for Research. Each School’s budget is under the control of the Dean. The Provost may assign duties and responsibilities to the Academic Deans including responsibility for:

Setting the strategic direction of teaching, scholarship, research, and new programs and initiatives;
Collaborating with the other Academic Deans in order to advance institutional goals;
Developing and recommending budgets to the Provost for their respective areas of responsibility;
Raising the visibility of the activities within their Schools through external engagements, fundraising and other activities;
Supporting and providing the Faculty with opportunities for professional advancement;
Evaluating Faculty members and making recommendations to the Provost regarding hiring, tenure and promotion;
Appointing, supervising and evaluating Associate Deans, Department Heads, Program Directors, Faculty (in the case of a School with no Department Heads or Program Directors), or other direct reports;
Seeking and obtaining input and advice from Department Heads and Faculty members on important issues affecting their areas of responsibility;
Such other duties, responsibilities and authority as may be delegated from time to time by the President and the Provost.

E. The Faculty. The Faculty consists of the President, the Provost, the Vice-Provost for Research, the Academic Deans and all full-time professors of all ranks and titles, including those that are tenured, tenure-track, continuing non-tenure track, teaching professors, research professors and professors of practice. Faculty members report to their respective Department Head and/or Program Director, as applicable. Department Heads and Program Directors report to their respective Academic Dean(s). The Faculty is primarily responsible for advancing WPI’s academic mission through instruction and expanding the boundaries of knowledge through scholarship and research. The Faculty’s duties include:

Educational, research, scholarly activities and service;
Establishing academic standards, curricula, courses of study, and regulations pertaining thereto;
Certifying candidates for degrees and recommendation to the Board of Trustees for award of degrees;
Defining, subject to the Board’s approval, the recognized titles of academic rank, and the criteria of eligibility thereto.

Section 2. Academic Freedom and Effective Collaboration

A. Academic Freedom. It is critically important that WPI Faculty members have freedom in carrying out their academic activities within the framework of WPI’s policies and society’s laws and norms. Consistent therewith, the University is committed to academic freedom in teaching, in the conduct of research and publication, and in service activities. Faculty members are entitled to freedom in the classroom in discussing their subjects and evaluating their students, but they should be careful not to introduce into their teaching controversial matter which has no relation to their subjects. Faculty members are citizens, members of learned professions, and members of an educational institution. When they speak or write as citizens, they should be free from institutional censorship or discipline, but their special position in the community imposes special obligations. As persons of learning and as educational officers, they should remember that the public may judge their profession and institution by their utterances. Hence, they should at all times be accurate, should exercise appropriate restraint, should show respect for the opinions of others, and should make every effort to indicate that they are not institutional spokespersons.

B. Effective Collaboration. Navigating the complex and dynamic requirements of sustaining a thriving university requires the focused and collaborative efforts of all members of the WPI community. Effective collaboration must be rooted in principles that reflect mutual respect, trust, integrity, academic freedom, creativity, flexibility, and agility. Effective collaboration should allow space for change through effective and timely decision-making where roles and responsibilities are well-defined, where the Board fulfills its fiduciary duty of oversight, where the President effectively executes policies and leads the University’s operations, and where the Faculty conducts world-class teaching, research, scholarship, and service within a supportive academic environment. Together, these outcomes create the conditions in which students can learn and grow as citizens and members of the WPI community. The President should periodically evaluate and report to the community on the state of effective collaboration at WPI.

Section 3. Election

Trustees shall be elected by a vote of a majority of the full Board of Trustees at any regular meeting or at any special meeting where a quorum is present, the call for which includes notice of the election.

Section 4. Term of Office

The term of office of any Trustee, except that of the President, shall be five years; all terms shall conclude on June 30. Any Trustee may be re-elected for an immediately succeeding term subject to a limit of fifteen (15) consecutive years of service. Any Trustee who shall have attained fifteen (15) years of consecutive service but is in the midst of a term, may complete that term. Any Trustee that is also the Chair, may serve beyond the fifteen (15) consecutive years of service, to the extent necessary to allow such Trustee to serve as Chair for three consecutive one-year terms that can be extended to up to a total of five years. Any Trustee who has served for fifteen (15) consecutive years may be re-elected following a three-year absence from the Board of Trustees. Notwithstanding the foregoing, the Board may, upon recommendation by the Nominations and Governance Committee, waive the limitation on consecutive years of service and the three-year absence requirement for a Trustee whose continued service is in the bests interests of the Corporation to meet a particular need or purpose, provided that not more than one-tenth of the Trustees are serving beyond fifteen consecutive years of service at any time. Any Trustee may be removed from office with or without cause by the Board of Trustees at any regular meeting, or at any special meeting the call for which includes notice thereof, by an affirmative vote of two-thirds all of the Trustees at a meeting where a quorum is present.

Section 5. Emeriti Trustees

Upon recommendation of the Nominations and Governance Committee, Trustees who have served with distinction, ordinarily for two full terms, may be elected by the majority of Trustees as Trustees Emeriti. Terms shall be without limit. Emeritus Trustees may serve as members of Committees and may attend and participate in meetings of the Corporation but they are not members of the Corporation and shall not be entitled to vote or serve as officers or be included when calculating a quorum.

Section 6. Nominations

The Nominations and Governance Committee shall recommend candidates for election or reelection to the Board of Trustees through procedures adopted by such committee and approved by the Board of Trustees. A slate of candidates, with biographical information for each prospective Trustee candidate, shall be provided to all Trustees in advance of the annual or regular meeting of the Board of Trustees at which an election is scheduled.

Article V - Officers

Section 1. Officers

Upon recommendation by the Nominations and Governance Committee, the Board of Trustees shall elect a Chair, one or more Vice-Chairs, a President, a Treasurer, an Assistant Treasurer, a Secretary, and an Assistant Secretary of the Corporation. A vacancy in any of said offices may be filled by election at the next meeting of the Corporation.

Section 2. Officers Not Elected for Specific Terms

Unless elected for a specific term, the Chair, one or more Vice-Chairs, the President, the Treasurer, the Assistant Treasurer, the Secretary, and the Assistant Secretary shall hold their offices at the pleasure of the Board of Trustees.

Section 3. Chair and Vice-Chairs

The Chair shall be a member of the Corporation, shall preside at all meetings of the Corporation and shall perform the duties usually attached to that office. The Vice-Chairs shall be members of the Corporation and shall perform the duties of the Chair in the event of his or her absence or inability to serve. The Chair and Vice-Chairs shall be elected annually for a maximum of five (5) one-year terms for any individual in either of these positions. The Chair shall be ex officio a member of all committees of the Corporation.

Section 4. Secretary

The Board of Trustees shall elect the Secretary from among the full-time employees of the Corporation. The Secretary shall perform the duties customary for the Clerk of any Corporation and shall keep a record of the minutes.

Section 5. Treasurer

The Board of Trustees shall elect annually at the Annual Meeting of the Corporation the Treasurer from among the full-time employees of the Corporation. The Treasurer shall perform the duties usually attached to that office. The Treasurer may borrow money when authorized to do so by the Corporation and shall give in writing to the Corporation at the October meeting a full account of the financial condition of the Corporation. The Treasurer shall, with the authorization of the Corporation, have power to buy, sell or transfer from time to time securities and other property in which funds of the Corporation may be invested.

Section 6. Assistant Treasurer and Assistant Secretary

The Assistant Treasurer and the Assistant Secretary shall be elected annually at the Annual Meeting of the Corporation from among the full-time employees of the Corporation, shall assist the Treasurer and Secretary, respectively, in the discharge of their duties, and shall perform the duties of the Treasurer and the Secretary, respectively, in the event of their absence or inability to serve.

Article VI - Committees

Section 1. Executive Committee

The Board of Trustees annually shall elect an Executive Committee composed of at least seven (7) Trustees, which number shall include the President, the Chair, and the Vice-Chairs. The Chair of the Board of Trustees shall be the Chair of the Executive Committee. The Secretary of the Corporation shall staff the Executive Committee meetings. The Executive Committee shall hold regular meetings at such times and places as its members may from time to time determine, provided that any member who is absent when such determination is made shall be given notice of the determination. Special meetings of the Executive Committee may be held at such time and place as may be designated in a call by the President or the Chair. The President shall prepare an agenda for each meeting of the Executive Committee. A majority of the Executive Committee shall constitute a quorum. The affirmative vote of a majority of all of the members of the Executive Committee shall be required for the Executive Committee to act. The Executive Committee may create other committees, and shall keep records of its proceedings. Each Trustee shall be provided minutes of each meeting of the Executive Committee, with all actions to be reported at the next meeting of the Corporation. The Executive Committee shall have power during the intervals between the meetings of the Board of Trustees to exercise all powers of the Corporation except as otherwise provided by law or reserved by these Bylaws to the Board of Trustees, and shall have the power to delegate to other committees such of its duties and powers as it may deem desirable. The Executive Committee may not: (a) change the number of the Board of Trustees, remove Trustees from office or fill vacancies on the Board of Trustees; (b) amend the WPI Charter; (c) adopt, amend or repeal Bylaws; or (d) remove officers or fill vacancies in office.

Section 2. Standing Committees

The following shall be the standing committees of the Corporation:

Academic Planning Committee

The purpose of the Academic Planning Committee is to provide oversight of all matters relating to the undergraduate and graduate educational programs and all research programs. Committee members shall seek the commitment of faculty and administrators in ensuring that academic priorities are unambiguously stated, appropriately funded, and consistent with the overall educational mission of the Corporation.
Advancement Committee

The purpose of the Advancement Committee is to assure the Corporation has effective development and alumni relations, and marketing and communications programs in place so as to maximize the philanthropic support for the Corporation and its proper recognition throughout the world.
Audit and Risk Committee

The purposes of the Audit & Risk Committee shall be: A. to provide oversight of the Corporation’s financial practices, internal controls, financial management, compliance with laws and regulations, and its Business Ethics and Conflict of Interest policies; B. to ensure the integrity of the Corporation’s financial statements; C. to interact directly with and evaluate the performance of the Corporation’s independent auditors, including to determine whether to engage or dismiss the independent auditors and to monitor the independent auditors’ qualifications and independence; and D. to promote and oversee development of broad risk management practices.
Budget and Finance Committee

The purpose of the Budget and Finance Committee is to maintain the fiscal stability and long-term economic health of the Corporation. The Committee oversees that financial planning for the Corporation is supportive of and fully integrated with the long-range plans and mission of the Corporation. The Committee provides oversight of fiscal management and guidance to those responsible for the Corporation’s day-to-day operations.
Leadership Development and Executive Compensation Committee

The purpose of the Leadership Development and Executive Compensation Committee is to carry out the Board’s responsibilities for designing and managing executive compensation. In discharging its duties, the Committee shall effectively and appropriately design and administer reasonable cash and non-cash compensation and benefit packages for the Corporation’s key executives and take the steps or actions necessary to establish a presumption of reasonableness, as described in Internal Revenue Code Section 4958, as amended.
Investment Committee

The purpose of the Investment Committee is to maintain the prudent and effective investment of the endowment and to formulate and oversee the investment policies and management of the endowment and other investable assets of the University. It is responsible for the endowment, planned gift annuities and life income funds, and other investment assets of the institution.
Facilities Committee

The purpose of the Facilities Committee is to broadly oversee the Corporation’s physical assets: its land, buildings, equipment, and technology infrastructure. More specifically, to maintain the adequacy and condition of capital assets, to develop and periodically review policies, to advocate for new structures and rehabilitate or remove older structures, and to ascertain that adequate levels of funding exist for plant maintenance and operations, and technology infrastructure.
Nominations and Governance Committee

The purposes of the Nominations and Governance Committee are to attract, nominate, orient, organize, motivate and assess the performance of diverse and highly qualified group of trustees; to recommend to the Board the spring commencement speaker and candidates for honorary degrees and to ensure the continuing ability of the Board to exercise its responsibilities at the highest level of excellence. The Nominations and Governance Committee is committed to building and maintaining diversity among trustees.
Student Affairs Committee

The purpose of the Student Affairs Committee is to provide policy guidance to promote a safe and intellectually stimulating learning environment that encourages academic success, personal development, and student satisfaction.
Economic Impact Committee

The purpose of the Economic Impact Committee is to contribute leadership and strategic vision to maximize the use of WPI’s knowledge enterprises for driving regional economic development.

Each standing committee shall consist of at least five Trustees, excluding ex officio members. The chair and members of each committee shall be appointed annually by the Chair of the Corporation. Regular rotation of Board members through various committees and regular rotation of committee chairs ensures Board members exposure to the full panoply of areas of the Corporation's operations. Vacancies in any committee shall be filled by the Chair of the Corporation. Each committee shall regularly review its charter and amend when necessary. Amendments shall be reviewed by the Nominations and Governance Committee and approved by the full Board.

Section 3. Other Committees

The Corporation may establish such other committees as it deems appropriate for the transaction of its business.

Article VII - Meetings of the Board of Trustees

Section 1. Regular Meetings

There shall be at least three regular meetings of the Board of Trustees each year. One of the meetings shall be the Annual Meeting and shall be held between May 1 and June 30. The other two regular meetings shall be held in or about October and February, respectively. All such meetings shall be held on dates approved by the Executive Committee.

Section 2. Special Meetings

Special Meetings of the Board of Trustees may be called at any time by the President, the Chair or any twelve Trustees, to be held at such places and times as stated in the calls to the meetings. No business may be transacted at a special meeting of the Board of Trustees other than that stated in the call to the meeting.

Section 3. Notices and Minutes

Notice of each meeting of the Board of Trustees shall be sent by the Secretary (or if the Secretary is unable or unwilling, then the Assistant Secretary) to each Trustee at least seven days before the time of the meeting, and the notice of a special meeting shall state the object for which it is called. Trustees shall be provided minutes of each meeting of the Board of Trustees.

Section 4. Quorum

A majority of all of the Trustees shall constitute a quorum at all meetings of the Board of Trustees.

Section 5. Order of Business

The President and Chair in coordination shall prepare an agenda for each meeting of the Board of Trustees.

Section 6. Action at Meeting

If a quorum is present when a vote is taken, the affirmative vote of a majority of all Trustees is the act of the Board of Trustees. A Trustee who is present at a meeting of the Board of Trustees or a committee of the Board of Trustees when corporate action is taken is considered to have assented to the action taken unless: (a) he or she objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or transacting business at the meeting; (b) his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) he or she delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a Trustee who votes in favor of the action taken.

Section 7. Consent in Lieu of Meeting; Telephone Conference Meetings

In addition to any other method permitted by law, (1) the Board of Trustees and any committee of the Corporation may take any action by unanimous written consent in lieu of a meeting (including written consent delivered by email transmission or other electronic transmission), and (2) the Board of Trustees and any committee of the Corporation may take any action by means of a meeting conducted using a conference telephone, video conference or similar communications equipment, so long as all Trustees participating may simultaneously hear each other during the meeting.

Article VIII - Conflict of Interest

Each Trustee shall be familiar with and comply with the Corporation’s Conflict of Interest Policy, as it shall be approved and amended by the Board of Trustees from time to time.

Article IX - Miscellaneous Provisions

Section 1. Power to Acquire, Mortgage or Convey Real Estate

The power of the Corporation to acquire, mortgage or convey real estate shall be exercised by the Board of Trustees or the Executive Committee, provided, however, that the Board of Trustees or the Executive Committee may delegate limited authority to the President, Treasurer and Assistant Treasurers, specifying the extent of the authority so delegated.

Section 2. Indemnification

Each person who at any time has served as a member of the Corporation or of any committee of the Corporation or as an officer of the Corporation or who has served at the request of the Corporation as an officer, individual trustee, director or member of any organization in which the Corporation has an interest, including any trust or association established in connection with a retirement plan for employees of the Corporation shall, to the extent permitted from time to time by law, be indemnified by it against all expenses actually and necessarily incurred by such individual(s) in connection with the defense of any action, suit, or proceeding to which he or she has been made a party by reason of his or her being or having been in such role, to the extent provided for in the WPI Charter. The Board of Trustees may, in its discretion, authorize from time to time the indemnification of any person not otherwise entitled to indemnification hereunder, who is an employee or other agent of the Corporation or who serves at the request of the Corporation as an employee or other agent of an organization in which the Corporation has an interest, but only to the extent permitted from time to time by law.

Article X - Fiscal Year

The fiscal year of the Corporation be and hereby is fixed as the twelve month period ending on the last day of the month of June in each year.

Article XI - Authority

Nothing herein shall limit the President’s authority to manage the University or to establish policies related thereto, subject to Board approval. In the case of any conflict between these Bylaws and other University policies, manuals or handbooks (e.g. Employee Benefits and Policies Manual; WPI Faculty Handbook) these Bylaws shall prevail. In the event of any ambiguities in these Bylaws, the interpretations of the Board shall be controlling.

Article XII - Amendment

The Bylaws may be altered or amended at any meeting of the Board of Trustees by an affirmative vote of not less than two-thirds of all of the Trustees at a meeting where a quorum is present. A proposed amendment shall be referred to the Executive Committee for recommendation. The full text of a proposed amendment shall be sent to the Trustees at least seven days before the date of the meeting at which action thereon is to be taken. If for any reason the Executive Committee fails to report at the next meeting following notice of a proposed amendment, the Board of Trustees may proceed to act thereon without the Committee's report.

Amended and Approved by the Board of Trustees on November 2, 2018, pending/effective May 16, 2019.