Bylaws of the Corporation
- Article I – The Corporation and Trustees
- Article II – Officers
- Article III – Committees
- Article IV – Meetings of the Board of Trustees
- Article V – Conflict of Interest
- Article VI – Miscellaneous Provisions
- Article VII -- Amendment
Section 1. Membership of the Corporation
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. The President of the Institute shall serve as a Trustee during his or her term of office. The Trustees shall have the authority to carry out all lawful functions that are permitted by these Bylaws. This authority shall include but shall not be limited to these illustrative functions:
- Determine and periodically review the Institute’s mission and purposes.
- Appoint the President, who shall be the Institute’s chief executive officer, and set appropriate terms of employment, including compensation.
- Establish the terms of employment of other key institutional officers who serve at the pleasure of the President in consultation with the Board of Trustees as may be appropriate.
- Support the President and annually assess his or her performance based on mutually agreed-upon goals and other criteria.
- Review and approve proposed major changes in the Institute’s academic programs, the appointment or promotion of faculty to tenure status, and other major enterprises consistent with the Institute’s mission, plans, and financial resources.
- Approve institutional policies bearing on faculty appointment, promotion, tenure, and dismissal.
- Approve the annual budget and tuition and fees, regularly monitor the Institute’s financial condition, and establish policy guidelines affecting all institutional assets, including investments and the physical plant.
- Contribute financially to the Institute’s fund-raising goals, participate actively in strategies to secure sources of support, and authorize officers to accept gifts or bequests subject to Board of Trustees policy guidelines.
- Authorize any debt financing and approve the securitization of loans.
- Authorize the construction of new buildings, capitalization of deferred maintenance backlogs, and major renovations of existing buildings.
- Authorize the purchase, sale and management of land, buildings, or major equipment that are in excess of $500,000.
- Approve all earned and honorary degrees through the faculty and President, as they shall recommend.
- Periodically undertake assessments of the Board of Trustees’ performance.
Section 2. Election
Trustees shall be elected by a majority vote of the 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 3. 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 who has served for fifteen (15) consecutive years may be re-elected following a one-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 one-year absence requirement for a Trustee whose continued service is in the bests interests of the Institute 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 of the non-Emeriti Trustees at a meeting where a quorum is present.
Section 4. Alumni Trustees
One or more candidates shall be nominated from the Alumni body by the Alumni Association every year, at least one month before the Annual Meeting of the Corporation, and presented to the Nominations and Governance Committee for consideration through procedures adopted by such committee and approved by the Board of Trustees. Alumni Trustees, not to exceed fifteen in number, shall serve one term of five years and shall not be eligible to reelection as an Alumni Trustee but may thereafter be elected as Trustees. No one employed by the Institute shall be eligible to be an Alumni Trustee. If vacancies of Alumni Trustees occur other than by the expiration of their terms, the nominations for filling such vacancies shall be made at the next regular meeting of the Corporation.
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.
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 at least 30 days before the annual or regular meeting of the Board of Trustees at which an election is scheduled.
Section 1. Officers
Upon recommendation by the Nominations and Governance Committee, the Board of Trustees shall elect annually at the Annual Meeting of the Corporation a Chair, one or more Vice-Chairs, 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. 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 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 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 3. President
The President of the Institute is the official head of its educational and administrative programs and the chief executive officer of the Institute. The President shall preside over the faculty, shall supervise and direct the management of the Institute and may, except as limited by the Corporation, exercise all of the business powers of the Corporation, have general oversight of all courses of study and research and of the general academic work of the Institute, and be ex officio a member of all committees of the Corporation except the Executive Compensation Committee.
Section 4. Secretary
The Board of Trustees shall elect annually at the Annual Meeting of the Corporation the Secretary from among the full-time employees of the Institute. 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 Institute. 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 Institute. 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 Institute 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 Institute, 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
Section 1. Executive Committee
The Board of Trustees annually shall elect an Executive Committee composed of at least seven 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, and the Secretary of the Board of Trustees shall staff the Executive Committee. 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. A majority of the Executive Committee shall constitute a quorum. 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 President shall prepare an agenda for each meeting of the Executive Committee.
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 Institute.
The purpose of the Advancement Committee is to assure the Institute has effective development and alumni relations, and marketing and communications programs in place so as to maximize the philanthropic support for the Institute and its proper recognition throughout the world.
The purposes of the Audit Committee shall be: A. to provide oversight of the Institute’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 Institute’s financial statements; C. to interact directly with and evaluate the performance of the Institute’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 Institute. The Committee oversees that financial planning for the Institute is supportive of and fully integrated with
the long-range plans and mission of the Institute. The Committee provides oversight of fiscal management and guidance to those responsible for the Institute’s day-to-day operations.
Executive Compensation Committee
The purpose of the 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 Institute’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.
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.
Facilities and Campus Infrastructure Committee
The purpose of the Facilities and Campus Infrastructure Committee is to broadly oversee the Institute’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.
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, and shall be subject to a limit of five consecutive years of
service in that position. A committee chair who has served for five consecutive years may be re-appointed following a one-year absence from serving in such capacity. Notwithstanding the foregoing, the Board may, upon recommendation of the Nominations and Governance Committee, waive the limitation on length of committee service and, in the case of chair, the one-year absence requirement, for a committee member whose continued service is in the best interests of the Institute to meet a particular need or purpose. Vacancies in any committee shall be filled by the Chair of the Corporation.
Section 3. Other Committees
The Corporation may establish such other committees as it deems appropriate for the transaction of its business.
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 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 non-Emeriti Trustees shall constitute a quorum at all meetings of the Board of Trustees.
Section 5. Order of Business
The President shall prepare an agenda for each meeting of the Board of Trustees. Section 6. 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, 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 or similar communications equipment.
Each Trustee shall be familiar with and comply with the Institute’s Conflict of Interest Policy, as it shall be approved and amended by the Board of Trustees from time to time.
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, except in relation to matters as to which such individual(s) shall be adjudicated in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of duty.
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.
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 the Trustees present 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 May 18, 2007.