Colgate University By-laws
As amended and approved by the Board of Trustees
January
28, 2007 and June 22, 2007
ARTICLE I
Membership of the Board
The Board of Trustees shall consist of thirty-five members who shall
be elected by a majority of the membership of the Board for a term of
three years, or until their successors shall have been elected. Six
of these Trustees shall be individuals who have been nominated by the
Board of Directors of the Alumni Corporation. Membership shall
be limited to three consecutive three-year terms, except that Trustees
nominated by the Board of Directors of the Alumni Corporation shall be
limited to two consecutive three-year terms. After three consecutive
three-year terms for a regular Trustee or two consecutive three-year
terms for an alumni Trustee, a member must leave the Board for at least
one year at the expiration of which time such Trustee will be eligible
for reelection. In exceptional circumstances, at the conclusion
of two consecutive three-year terms, an alumni Trustee may be elected
for a third three-year term as a regular Trustee. A year shall
be deemed to be the period between an annual meeting and the following
annual meeting. Trustees shall normally be elected at the annual
meeting of the Board, with term of office beginning at the conclusion
of that meeting. However, vacancies may be filled at any regular
meeting of the Board or at any special meeting thereof provided that
the notice of such special meeting refers to the election of a Trustee
or Trustees as one of the purposes of such meeting. Trustees elected
to fill an unexpired term shall be elected for not less than two years. Trustees
elected to a term of less than three years shall be deemed to have served
a three-year term for purposes of apply the term limitations described
herein. The President of the University shall serve as a Trustee throughout
the President’s term of office.
At its discretion, the Board may confer emeritus status upon any Trustee
whose term of service has expired. Trustees Emeriti may sit with
the Board of Trustees at all general sessions of the Board of Trustees
but shall have no vote. A Trustee Emeritus may attend committee
or executive sessions of the Board if expressly invited to do so by the
Chair of the Board.
ARTICLE II
Mission of
the Board
The Board of Trustees of Colgate University derives its basic authority
from the charter of the university, which established the size of the
Board and enumerated certain powers which the Board possessed. The Board
has the power to manage the business and undertakings of the University
and to carry out any other functions permitted by the charter or these
Bylaws except insofar as such powers may be limited by law. These
powers include, but are not limited to, the following:
(1) To appoint or remove the President and the officers
of the Board of Trustees and approve the appointment of the Provost
of the University in accordance with these Bylaws;
(2) To approve the awarding of degrees upon recommendation
of appropriate officials of the University;
(3) To authorize the awarding the honorary degrees
in accordance with appropriate procedures and processes;
(4) To approve the appointment, promotion and awarding
of tenure to members of the Faculty;
(5) To establish and review the basic educational programs
and policies of the University;
(6) To establish annually the budget of the University
upon presentation by the President of the University and recommendations
of the Budget Committee of the Board;
(7 )To authorize the purchase of sale of land, buildings
or other major assets of the University;
(8) To authorize construction and major renovation
of buildings for the use of the University or demolition of same where
appropriate;
(9) To institute, promote and support major fundraising
efforts of the University;
(10)To approve student charges for tuition, room, board and special
fees;
(11) To authorize appropriate officials or agents of the University
to accept gifts on behalf of
the
University;
(12) To authorize the incurring of debts by the University and the pledging
of necessary security for those debts.
ARTICLE III
Meetings
At least four meetings of the Board of Trustees of Colgate University
shall be held in each year including one that has a period of time set
aside to permit members of the Colgate community to address the Board. The
annual meeting shall be the first regular meeting held after May 1 in
any given year. At least two meetings each year shall be held
in Hamilton, New York. Remaining meetings may be held in either
Hamilton or in any other suitable location and at such times as the Chair
may decide. Thirteen Trustees shall constitute a quorum for the
transaction of business.
The dates and times of the meetings shall be at the call of the Chair
of the Board of Trustees. Notices of meetings shall be mailed,
either electronically or by U.S. Post, by the Secretary of the Board
to each Trustee at least five days before the date of the meeting. At
any regular meeting, any and all business may be transacted, except that
notice must be given of any proposed amendment to these Bylaws as provided
in Article X thereof. Special meetings of the Board may be called
at any time on request of the Chair of the Boar or any three members
of the Board, and may be held in either Hamilton or in any other suitable
location as stated in the call; notice of any special meeting shall be
mailed, either electronically or by U.S. Post, by the Secretary of the
Board to each Trustee at least seven days before the day on which the
meeting is to be held. No business shall be transacted any special
meeting, except such as shall be indicted in the notice thereof. Robert’s
Rule of Order, as modified by rules and regulations of the Board,
shall be observed in conducting the business of the Board.
ARTICLE IV
Officers
The Board shall elect the following officers to serve until completion
of the stated term:
A Chair of the Board
A Vice-Chair
A Secretary
A Treasurer
The Chair and Vice-Chair shall be chosen from among the Trustees. The
Secretary and Treasurer need not be members of the Board. Each
fall, the Nominating Committee shall solicit nominations from current
Board members for all Board Offices which will become vacant at the conclusion
of the next annual meeting. The Nominating Committee shall review
the nominations, and after consultation with the Executive Committee
present the proposed slate of candidates for election by a majority of
the Board to take office at the end of the annual meeting.
In the event of a failure for any reason to elect any or all of said
officers, or in case any vacancy occurs in said offices from any cause,
then Board Officers may be elected by a majority of the Board at any
regular meeting or special meeting, a quorum being present and notice
such election having been given in the notice of the meeting.
The Chair shall preside at the meetings of the Board and shall discharge
the duties which ordinarily pertain to that office. The Chair shall executive,
with the Secretary attesting, contracts or instruments authorized or
issued by authority of the Board requiring the Chair’s signature. The
Chair shall be elected for a three-year term. Absent extenuating
circumstances, no Chair shall serve longer than two- consecutive three-year
terms. At the discretion of the Board, the Chair may be reelected
without regard to the nine-year limitation prescribed in Article I.
The Vice-Chair shall perform the duties of the Chair whenever called
upon to do so. The Vice-Chair shall be elected for a one-year term. Absent
extenuating circumstances, no Vice-Chair shall serve longer than six
consecutive one-year terms. At the discretion of the Board, the
Vice-Chair, may be elected or re-elected to the position of Vice-Chair,
or elected to the position of Chair, without regard to the nine-year
limitation described in Article I. Should the Vice-Chair be absent,
the Chair of the Nominating Committee shall assume then responsibilities
of the office of Vice-Chair.
The Secretary shall keep a record of all meetings of the Trustees, shall
issue all necessary notices for such meetings, and shall have charge
of all records not properly belonging to the office of Treasurer. The
Secretary shall transmit promptly to each Trustee a copy for the minutes
of the meetings of the Board, and shall notify all persons concerned
of the actions taken by the Board. The Secretary shall see that
all bonds required by officers and employees of the University for the
faithful performance of their duties are filed in the Secretary’s
office. The Secretary shall have the custody of the corporate seal,
and shall with it attest all documents requiring the seal and shall perform
and y other usual duties pertaining to such office. The Secretary
shall be elected for a one-year renewable term without regard to the
nine-year limitation prescribed in Article I.
The Treasurer shall oversee all financial affairs of the University
and shall establish appropriate procedures for handling of the receipt
and expenditure of University funds. The Treasurer shall keep
an accurate account of all receipts and expenditures and shall make an
annual report of the same and of the funds of the University.
The Treasurer shall be the custodian of the funds and securities belonging
to the University, except such as are held by the Finance Committee or
by a financial institution under special authorization of the Board of
Trustees. As directed by the Board of Trustees or the Finance Committee,
the Treasurer may be authorized to deposit, withdraw, exchange, sell,
collect, invest, deliver, transfer or otherwise acquire or dispose of
securities, cash or other personal property for, and on behalf of, the
University. The Treasurer shall be elected for a one-year renewable
term without regard to the nine-year limitation prescribed in Article
I.
ARTICLE V
Indemnification
The University shall indemnify and hold harmless each present and former
Trustee and Officer of the University (or, if deceased, such person’s
personal representative), and the University shall advance expenses to
such person and obtain insurance, to the full extent authorized or permitted
by the laws of the State of New York relating to indemnification of officers
and directors as may from time to time be in effect. Any such indemnification
shall not be exclusive of any other right to which such person may be
entitled by resolution of the Board, agreement, or otherwise.
ARTICLE VI
Conflicts of Interest
A Trustee shall be considered to have a conflict of interest if (a)
such Trustee has existing or potential financial or other interests which
might impair or might reasonably appear to impair each member’s
independent, unbiased judgment in the discharge of the Trustee’s
responsibilities to the University, or (b) such Trustee is aware that
a member of the Trustee’s family (which for purposes of this paragraph
shall be a spouse, parent, sibling, child, spouse of any child, grandparent,
grandchild, great grandchild, and any other relative if such other relative
resides in the same household as the Trustee), or any organization in
which such Trustee (or member of the Trustee’s family) is an officer,
director, employee, member, partner, trustee, 35% owner or controlling
stockholder, has such existing or potential financial or other interests. All
Trustees shall disclose to the Board any possible conflict of interest
at the earliest practicable time. No Trustee shall vote or take
part in the deliberations on any matter, under consideration at a Board
or Committee meeting, in which such Trustee has a conflict of interest. The
minutes of such meetings shall reflect that a disclosure was made and
the Trustee having a conflict of interest did not take part in the deliberation
and abstained from voting. Any Trustee who is uncertain whether
a conflict of interest may exist in any matter may quest the Board or
appropriate Committee thereof to determine whether a conflict of interest
exists, and the Board or Committee shall resolve the questions by majority
vote.
ARTICLE VII
Committees
There shall be an Executive Committee and such other Standing Committees
as deemed necessary by the Board of Trustees to carry out the purposes
and activities of the University. Such purposes and activities shall
include the Programmatic, Financial Management (to include an Audit Committee),
Institutional Governance (to include a Nominating Committee), and Institutional
Advancement operations of thee University. The board shall prescribe
the functions, duties and powers of the Standing Committees.
The Board may also create ad hoc Committees as deemed necessary,
and shall prescribe the functions, duties and powers of the ad hoc Committees.
Standing Committees and ad hoc Committees may be created and
dissolved by a majority vote of the Board of Trustees.
The Chair of the Board of Trustees and the President of the University
shall be members ex officio on all Standing Committees. Members
of the Executive Committee, the Standing Committee and ad hoc Committees
shall be approved at the annual meeting.
In the event that a vacancy occurs in an Committee, additional members
may be presented for approval at any regular or special meeting of the
Board, a quorum being present and notice having been given in the notice
of the meeting.
Chairs and Vice-Chairs for each of the Standing Committees shall be
selected, and members of each Standing Committee shall be assigned, by
the Board Chair and Vice-Chair in consultation with the President of
the University and the Nominating Committee. No Trustee may serve as
Chair of more than one Standing Committee. Each Committee Chair
shall serve for a renewable term of one-year, but, absent extenuating
circumstances, shall not serve longer than six years.
In addition to Trustee members, each Standing Committee shall be authorized
advisors who shall serve for a renewable term of one year. Any
individual may be called upon to serve as an advisor to a Standing Committee.
Advisors shall not be considered members of the Committee and cannot
vote. The Chair of each Standing Committee shall provide the names
of individuals serving in an advisory capacity and such shall be reported
to the board.
At the discretion of the Committee Chair, and with notice to all Committee
members, Committees may meet by conference telephone. Two members, or
a majority of the Committee, whichever number is larger, will constitute
a quorum for any Committee action.
The Executive Committee
The Executive Committee shall consist of the Chair of the Board, the
Vice-Chair of the Board, the President of the University, and Trustees
to be nominated by the Nominating Committee in consultation with the
Chair and Vice-Chair of the Board and the President of the University.
The Executive Committee shall, when the Board is not in session, possess
and may exercise all of the powers of the Trustees, except as to matters
excluded from delegation to a Committee by the New York Not-For-Profit
Corporation Law. Any action of the Committee at any time shall
be subject to review and alteration by the Trustees, provided that no
rights of third parties shall be affected by such alteration. It
shall make formal report of its actions to the Board at each regular
meeting. The Chair of the Board shall be Chair of the Executive
Committee. Meetings shall be called by the Secretary of the Board
whenever requested to do so by the Chair of the Committee. The
date, time and place of the meeting shall be determined by the Chair
of the Committee and shall be stated in the notice.
ARTICLE VIII
The President
The President shall be the Chief
Executive Officer of the University, and as such, the head of all departments
of the University. The
President shall be responsible for the general oversight and direction
of University operations. The President shall be the official medium
of communication between the Faculty and the Board of Trustees and between
the students and the Board of Trustees. The President shall recommend
to the Board all promotions and appointments of the Faculty. The
President shall take part in the instruction of the classes as the Trustees
shall direct, or in the absence of such direction, as the President may
think proper. The President shall sign all diplomas and confer
all degrees. The President shall be responsible for the discipline of
the University and for carrying out all measures officially agreed upon
by the Faculty concerning matters committed to the Faculty by the Board,
and for executing such measures concerning the internal administration
of the University as the Board of Trustees may direct. The President
may specifically delegate such responsibility, as a matter of routine
procedure, to other officers of the administration or agencies created
for the purpose, subject to the approval of the Board or Trustees, but
shall be accountable therefore. The President may make temporary
appointments until the next meeting of Trustees in order to fill vacancies
where approval of the Board is necessary for permanent appointment.
The President shall report to the Board of Trustees at each regular
meeting of the Board, of the work and condition of the University, and
shall present for the consideration of the Board such measures as are
deemed necessary or expedient for the welfare of the University.
In case of a vacancy in the office of the President of the University
or of the absence of the President or of the President’s inability
to serve, the Board may appoint an acting or interim President of the
University.
ARTICLE IX
The Faculty
Section 1. The Faculty shall consist of the President of the University
and those whose duties are primarily instructional or in the direct supervision
of instruction, classified by rank as follows:
Professor
Associate Professor
Assistant Professor
Instructor
It shall also consist of part-time appointees with similar duties who
are classified by rank as follows:
Professor (part-time)
Associate Professor (part-time)
Assistant Professor (part-time)
Instructor (part-time)
The voting privilege shall be extended to all Faculty members in the
above-mentioned ranks. In addition, members of the administrative
staff designated by the President and approved by the Board of Trustees
shall be entitled to vote at meetings of the Faculty.
Section 2. The Faculty shall hold stated meetings while the University
is in session, and in addition shall meet at the call of the President. The
President or the President’s designated alternate shall preside
at such meetings. The Faculty shall appoint a Secretary who shall
keep a record of the proceedings of their meetings. They shall
make such rules of procedure and provide for and appoint such Committees
as in their judgment may be necessary. In the event of the absence
of the President, the Provost may call a Faculty meeting at which the
Provost shall preside.
Section 3. The Faculty shall prescribe, subject to approval by
the Board of Trustees, requirements for admission, courses of study,
conditions of graduation, the nature of degrees to be conferred, rules
and methods for the conduct of the educational work of the University,
and shall recommend to the Board candidates for degrees in course; shall
designate persons to receive the awards of fellowships, scholarships
and prizes and, subject to primary authority of the President, may participate
with the President, Deans and other officers of the administration in
matters of student discipline through such Committee structure and under
such conditions as the Board of Trustees shall approve.
ARTICLE X
Amendments
These Bylaws may be amended or repealed at any regular or special meeting
of the Board, by vote of two-thirds of all the members present, provided
a quorum of the Board shall be present and participate in the meeting,
notice of the nature of any proposed amendment having been given in the
notice of the meeting at which action on such amendment shall be taken.
ARTICLE XI
Former Bylaws
All former Bylaws are hereby replaced.
Adopted January 28, 2007
Article VII amended. Approved June 22, 2007.
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