Amended and Restated - As Amended Through June 6, 2015
The Trustees, other than Emeritus Trustees (formerly known as Life Trustees) and Honorary Trustees, shall not exceed forty-two (42) in number. Trustees shall be elected by a majority vote of Trustees constituting a quorum. The President of the College shall be a Trustee, ex officio, during his or her term of office.
Trustees shall consist of those elected with specified terms of office and those elected to terms without limit.
General Trustees and Alumni Trustees shall be Trustees with specified terms of office. Emeritus Trustees and Honorary Trustees shall be Trustees having terms without limit.
General Trustees shall not exceed thirty-seven (37) in number. They shall be elected from candidates proposed by the Committee on Trustees, using policies and procedures approved by the Board.
The term of office for General Trustees, other than those elected to fill vacancies, shall be four years, provided that the term of an individual serving as chair of a standing committee may be extended to coincide with the end of his or her current three-year term of office as chair, and provided further that the term of an individual serving as Board Chair may be extended to permit her or him to serve up to two three-year terms as Chair. Each class of General Trustees shall be designated by the year its term ends and shall normally consist of nine members. Election of General Trustees shall take place annually at the Spring meeting of the Board. Vacancies may be filled at any meeting. Whenever a vacancy is to be filled, it shall be filled by the Board for the unexpired term of the Trustee whose place has become vacant. A General Trustee may consecutively be elected only to three complete terms. An individual who has served three complete terms as a General Trustee may be elected to serve again as a General Trustee only to a term that begins at least one year after the individual's last service expired.
Alumni Trustees shall not exceed four in number. They shall be recommended by the Alumni Association with active review by the Committee on Trustees and nominated by the Committee on Trustees. Alumni Trustees shall serve for a term of four years. One Alumni Trustee shall be elected each year. At least one Alumni Trustee shall be a person graduated from the College not more than four years prior to his or her election.
An individual who previously has served as an Alumni Trustee may be nominated to serve as a General Trustee, provided that such individual’s term as a General Trustee may not begin until the second fall meeting after such individual's service as an Alumni Trustee has expired.
Policies and procedures of the Alumni Association for recommendation of candidates for nomination as Alumni Trustees shall be filed with the Alumni Office and the Secretary of the Board.
The immediate past Chair of the Alumni Council shall be a voting, ex officio, member of the Board of Trustees following his or her term as Chair of the Alumni Council and shall serve as a member of the Advancement Committee.
If a General or Alumni Trustee shall be absent and unexcused for three consecutive regular meetings, his or her place, by vote of a majority of the Trustees at any regularly called meeting, may be declared vacant. This Bylaw shall be printed on every notice given of any meeting.
Emeritus Trustees: Upon nomination by the Committee on Trustees, a General Trustee or Honorary Trustees who has served on the Board with exceptional distinction for a minimum of twelve years may be elected an Emeritus Trustee.
Emeritus Trustees shall have the right to attend all meetings of the Board and its committees to the same extent as General Trustees, to participate in Board discussions, and to be members of any committee of the Board, all without voting rights.
Honorary Trustees: The Board may from time to time elect to its membership as Honorary Trustees persons who have served the College or higher education in general with distinction. Honorary Trustees may, but need not, have served the College as Trustees in other categories. They shall have the right to attend all meetings of the Board, to participate in Board discussions, and to serve on committees, but shall not have any voting rights. Honorary Trustees need not request excused absences from meetings.
Quorum; Vote Required: A quorum at any meeting of the Trustees which has been duly and legally convened, shall consist of a majority of the General and Alumni Trustees and may act upon any matter of business whatsoever which shall properly come before the meeting, except as otherwise provided by law, the Charter or the Bylaws. For purposes of determining a quorum, the President of the College shall be treated as a General Trustee. The affirmative vote of a majority of the Trustees present and voting at a meeting at which a quorum is present shall be sufficient to carry any resolution or effect any election properly before the meeting, except as the law, the Charter, or the Bylaws shall otherwise provide.
Trustee's Conflict of Interest: Any conflict of interest on the part of any Trustee or a member of a Trustee's immediate family shall be disclosed by the Trustee 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 action by the Board of Trustees or any of its duly constituted committees, the Trustee having a conflict shall call it to the attention of the Board or committee, and the Trustee shall not vote on the subject, shall not attempt to use personal influence to affect the vote on the subject, and shall not be counted in determining the existence of a quorum for the purpose of voting on the subject. Any Trustee who is excluded from voting because of such conflict of interest shall briefly state the nature of the conflict and shall be encouraged to answer pertinent questions of other Trustees when the Trustee's knowledge of the subject may assist the Board of Trustees or any of its committees. The minutes of the meeting shall state that a disclosure was made and that the interested Trustee abstained from voting and was not counted in determining the existence of a quorum for the purpose of acting upon the subject involved in conflict. Emeritus and Honorary Trustees are not required to make the annual written disclosure otherwise required by this Section.