II. Officers

Amended and Restated - As Amended Through June 6, 2008

1. Election of Officers of the Board: The officers of the Board of Trustees of the College shall be a Chair, a Vice Chair for Advancement, a Vice Chair for Education, a Vice Chair for Finance, a Vice Chair for Trustees, Secretary and such Assistant Secretaries as the Board may elect. Officers of the Board and at-large members of the Executive Committee shall be elected at a regular Spring meeting for a fixed three year term from nominations submitted by the Nominating Committee and from any nominations properly made from the floor. The terms of office for these positions shall be staggered so that the terms of three different members of the Executive Committee expire each year, with the positions in one of the following Classes to be elected at the Spring meeting in each year, commencing in 2005, according to an implementation schedule to be adopted by the Board:
   
   

   Class I Secretary of the Board Vice Chair for Advancement At-large Member 1

   Class II Chair Vice Chair for Finance At-large Member 2

   Class III Vice Chair for Trustees Vice Chair for Education At-large Member 3

   
   No officer of the Board or at-large member of the Executive Committee may be elected to more than two complete, consecutive three year terms in the same office. No Trustee may be elected to serve in more than one Board office at the same time.
2. Vacancies: In the event of a vacancy in any Board office or position of at-large member of the Executive Committee, caused by whatever reason, the Executive Committee shall appoint an interim successor to serve until the vacancy is filled by a vote of the Board. The Board of Trustees, at its next meeting, shall elect a successor to serve for the balance of any remaining unexpired term from nominations submitted by the Nominating Committee and any nominations properly made from the floor. When a vacancy occurs in the position of the Chair, a successor to serve for the balance of the unexpired term shall be elected in the same manner as the first order of business at the next meeting of the Board.
3. Chair: The Chair of the Board shall preside at all meetings of the Board and shall consult and advise with any of the other officers of the Board and College relative to the affairs of the College as often as he or she shall deem advisable. The Chair may vote at any meeting and, in the event of a tie, shall vote unless prohibited from doing so by virtue of a conflict of interest. The Chair shall have authority to call special meetings of the Board upon such written or telegraphic notice as he or she may deem sufficient, but in any event not less than seven days prior to any such meeting. Such requirement of notice may be waived in writing by two-thirds of the General and Alumni Trustees, and any meeting held pursuant to such waiver shall be regularly constituted provided a quorum of the Board shall be present. In case of and during the absence or disability of any officer of the College, the Chair of the Board, on behalf of the College, may perform such duties, execute such documents and take such administrative action as he or she may deem advisable with respect to any matter requiring prompt attention.
4. Chair's Absence: In the absence or disability of the Chair, the Vice Chair for Advancement shall be vested with and perform the functions of the Chair, and in his or her absence or disability, by one of the other Vice Chairs of the Board, in the following order: Education, Finance, Trustees.
5. Secretary:
   1. The Secretary of the Board shall be a trustee. The Secretary of the Board shall issue the call to regular meetings of the Board, prepare the agenda for such meetings in consultation with the Chair, President and the remainder of the Executive Committee; act as Parliamentarian to the Board and perform such other duties as requested by the Board.
   2. The Secretary of the Board, with such assistance as he or she may require, shall keep minutes of all proceedings of the Board at each meeting, and such minutes, after they have been duly approved by the Board, shall constitute the official record of the deliberations and actions of the Board of Trustees.
   3. The Secretary of the Board or any Assistant Secretary shall sign and affix the corporate seal of the College to: (i) any written instrument requiring such execution whenever any such written instrument is directed to be executed by order of the Board of Trustees or by order of the Executive Committee pursuant to authority delegated to it by the Board; (ii) all releases of mortgages when said mortgages have been certified as fully paid by the Treasurer; and (iii) all diplomas theretofore signed by the President. Such signature and seal shall be considered as sufficient evidence of the action of the Board.
   4. The corporate seal shall be kept in the custody of the Secretary of the College and affixed to all papers and documents that receive the official signature of the Secretary of the Board, the Secretary of the College or an Assistant Secretary.
   5. The minutes and other records, reports of committees and all historic documents relating to the transactions of the Board shall be kept in the custody of the Secretary of the Board or the College, as appropriate, and shall not be allowed out of his or her custody without the written authority of the Board or the Executive Committee.
6. Secretary of the Board's Absence: In the absence or disability of the Secretary of the Board, his or her duties shall be performed by an Assistant Secretary.
7. Election of Officers of the College: The officers of the College shall be a President, Vice-President for Academic Affairs and Dean of the College, such Executive Vice Presidents and Vice Presidents as the Board may elect, Treasurer, such Assistant Treasurers as the Board may elect, and Secretary and such Assistant Secretaries as the Board may elect. Each officer of the College shall be elected annually at the regular Spring meeting from nominations prepared by the Executive Committee and shall hold office for one year or until his or her successor shall be elected. By resolution adopted by the Board of Trustees, the terms of office of the officers of the College may be changed to a shorter period but in no event changed to a longer period, except that the President of the College shall serve for such a period of time as the Board shall determine.
8. President: The duties of the President of the College shall be such as ordinarily belong to the chief executive officer of a college, and he or she shall be vested with full administrative authority, subject only to the approval and direction of the Board.
   1. The President of the College shall be ex officio a member of the Board during his or her term of office and, in the absence of a conflict of interest, shall be entitled to vote on all matters that may come before the Board.
   2. The President of the College shall be the executive officer of the Board of Trustees and shall be responsible solely to the Board. He or she shall execute directions given and carry into effect policies prescribed by the Board. The President shall be a member ex officio of the Executive Committee and all other committees, whether standing or ad hoc.
   3. The President of the College shall be responsible for carrying out the provisions of the budget approved by the Board of Trustees.
   4. The President shall have authority, subject to the approval of the Board or of the Executive Committee, to employ professors, teachers, and instructors, as well as other necessary personnel, to fix their terms of employment and compensation, and to prescribe their duties.
   5. The President, or in the absence or inability to act of the President, the Vice President for Academic Affairs shall convene and be the presiding officer at faculty meetings. The President shall be a voting member of the faculty. At the request of the President or the Vice President for Academic Affairs, or during their absence or inability to act, the faculty may elect a chair pro tem to preside at faculty meetings. The chair pro tem shall be elected by the faculty from its membership and shall not be a member of the administration. The presiding officer may vote as a member of the faculty and shall have the deciding vote in the event of a tie. The President shall have final authority in the internal affairs of the College, including discipline.
   6. In accordance with policies adopted by the Board of Trustees from time to time, the President shall have general supervision over the invitation to, and appearance of, any individual or group on the campus and may delegate direct supervision to the Dean of Students. In general, any bona fide student group which has been recognized by the faculty may invite any speaker it wishes, subject to scheduling to prevent conflicts, assurance of ample funds to defray honoraria and expenses, and the speaker's consent to a question and answer period.
   7. After written notice to the Executive Committee but without need for vote, the President shall have the authority to sell any real property owned by the College, if the fair market value of that property is $100,000 or less.
9. President's Absence: In the President's absence or inability to act, the Vice President for Academic Affairs, or such other person as the Executive Committee or the Board may designate, shall perform the duties of the President.
10. Treasurer: The Treasurer, under the supervision and direction of the President, shall manage and direct all financial business of the College and shall report thereon at each meeting of the Board of Trustees. The Treasurer may also be designated Vice President for Finance by the Board of Trustees.
    1. The Treasurer shall collect when due, receive and disburse all moneys paid into the treasury of the College and invest such funds as the Board shall order. He or she shall have custody of all bonds, deeds, or other papers pertaining to his or her office as Treasurer.
    2. The Treasurer shall keep a record of all the financial transactions of the College, of all sums received or disbursed by him or her or on his or her order, and of all donations, lands or other property sold or purchased, and shall make a full report and exhibit of the amount and condition of all the funds belonging to the College at least annually.
11. Treasurer's Absence: In the event of the absence or disability of the Treasurer, his or her duties shall be performed by an Assistant Treasurer.
12. Controller: A Controller may be appointed by the President on the recommendation of the Treasurer and subject to approval by the Board. All books of account of the College shall be kept under the direction of the Controller, who shall examine all claims against the College presented for payment, and who shall issue vouchers for all such claims as are just and have been properly authorized, and shall perform such other duties as the Treasurer may direct, subject to approval of the Board.
13. Secretary of the College:
    1. The Secretary of the College or any Assistant Secretary shall sign and affix the corporate seal of the College to: (i) any written instrument requiring such execution whenever any such written instrument is directed to be executed by order of the Board of Trustees or by order of the Executive Committee pursuant to authority delegated to it by the Board; and (ii) all releases of mortgages when said mortgages have been certified as fully paid by the Treasurer. Such signature and seal shall be considered as sufficient evidence of the action of the Board.
    2. The corporate seal shall be kept in the custody of the Secretary of the College and affixed to all papers and documents that receive the official signature of the Secretary of the Board, the Secretary of the College or an Assistant Secretary.
    3. In the absence or disability of the Secretary of the College, his or her duties shall be performed by the Secretary of the Board or an Assistant Secretary.
14. Surety Bond: Before entering upon the duties of his or her office, the Treasurer, the Assistant Treasurer and the Controller shall each give bond for the faithful performance of his or her official duties in such amount and with such surety as the Board shall direct and approve. The premium for each such bond shall be paid by the College. Each such bond shall be deposited with and held in the custody of the Secretary of the College.
15. Officer's Conflict of Interest: Any conflict of interest on the part of an officer of the College designated in this article, or members of such officer's immediate family, shall be disclosed by the officer in writing to the Board of Trustees at least annually and made a matter of record. When any such interest becomes relevant to any subject requiring administration or Board of Trustees' action, the officer having a conflict shall call it to the attention of the President and, if the matter is being considered by the Board of Trustees or one of its committees, to the attention of the Board or such committee. The officer shall not participate in the discussion of the subject or make any recommendations regarding the subject in which the officer or a member of the officer's immediate family has a conflict of interest, and shall not use personal influence to affect the decision with respect to such subject. An officer of the College who is excluded from participating in discussions or making recommendations regarding the subject because of such conflict or interest shall, however, briefly state the nature of the conflict and shall be encouraged to answer pertinent questions of the Trustees when the officer's knowledge of the subject will assist the Board of Trustees, any of its committees or the administration. The minutes of any meeting attended by the interested officer at which the subject is discussed shall reflect that a disclosure was made and that the interested officer abstained from the discussion except to the extent provided above.
16. Indemnification: The College shall indemnify any and all of its Trustees or officers or former Trustees or officers or any person who may have served at its request or by its election as a director or Trustee or officer of another corporation against expenses, including, but not in limitation, court costs and attorneys' fees, actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been Trustees or a Trustee or officer of the College, or an officer, Trustee or director of such other corporation, except in relation to matters as to which any Trustee, director or officer or former Trustee, director or officer or other person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability.
17. Insurance: The College shall have power to purchase and maintain insurance on behalf of any and all of its Trustees or officers or former Trustees or officers or any person who has served at its request or by its election as a director, Trustee or officer of another corporation against any liability, or settlement based in asserted liability, incurred by them by reason of being or having been Trustees or officers of the College or directors, Trustees or officers of such other corporation, whether or not the College would have the power to indemnify them against such liability or settlement under the provisions of this subdivision.