Policy Handbook

Economics Professor

By-Laws

President's Office

 

 

JUNIATACOLLEGE 

BY-LAWS

OF THE  

BOARD OF TRUSTEES

 

 

Revised October 27, 2012


            Juniata College is a coeducational liberal arts college.  Its purpose, as stated in its charter of November 18, 1878, is to fit its students to meet the responsibilities and duties of life.  No discrimination because of race, color, creed, sex, ethnic or national origin, handicap or age shall apply to the enrollment of any student, or to the receipt of diplomas or degrees, or to the selection and tenure of any member of the faculty or to the election of any officer or trustee of the College.  The College shall be located in Huntingdon, Pennsylvania.

 

Mission

 

Juniata’s mission is to provide an engaging personalized educational experience empowering our students to develop the skills, knowledge and values that lead to a fulfilling life of service and ethical leadership in the global community.                                                                            

 

           

I.  BOARD OF TRUSTEES, NUMBER, ELECTION,         TERM, MEETINGS, AND QUORUM

 

Section 1.          Number

 

            (a)        The number of trustees shall be not less than thirty-one (31) nor more than forty (40), until changed by the affirmative vote of a majority of the entire Board, within the limits of the charter.

 

            (b)        No decrease in the number of trustees shall shorten the term of any incumbent trustee.

 

            (c)        The President of the College shall be an ex officio member of the Board, but shall not have the obligations or privileges of elected trustees, including, but not limited to, the right to vote.

 

Section 2.          Election and Term

 

            The term of each trustee shall be three (3) years.  The term of all newly elected trustees shall begin on September 1 following their election at the Annual Meeting.  The trustees at any regular meeting shall elect trustees to fill vacancies created by death or by the expiration of the term of any trustee, or any vacancies resulting from resignations, from the election of any trustee to the status of trustee emeritus, or from any increase in the number of trustees; provided, however, that a maximum of three vacancies may be carried forward at the discretion of the Board.  Each newly elected trustee shall be given a copy of the bylaws. 

 

Section 3.          Officers of the Board

 

            (a)        The officers of the Board of Trustees shall be a chair, vice chair, secretary, assistant secretary, treasurer, and assistant treasurer.  The offices of secretary and treasurer may be filled simultaneously by the same member of the Board.  The offices of assistant secretary and assistant treasurer may be filled by individuals who are paid officers of the College but who are not members of the Board. 

 

            (b)        The Chair of the Board, if present, shall preside at all meetings of the Board.  Otherwise the Vice Chair, if present, or any other trustee chosen at the meeting by the Board, shall preside.

 

            (c)        The Secretary shall perform all the duties incident to the office of a Secretary of the Board of Trustees of a college, and shall attend all meetings of the Board, record all proceedings and actions taken at any such meeting in a minute book or books kept for the purpose, give notice of all meetings, have authority to affix the seal to any instrument authorized to be executed by an office of the College, attest to such seal, and acknowledge the execution of any such instrument.

 

            (d)        The Treasurer shall represent the Board in relation to all matters affecting the finances of the College, with particular reference to the policies and practices of the Committees on Audit, Business Affairs and Investment in the prudent and productive management of the College's endowment fund. 

 

Section 4.          Regular Meetings

 

            Two regular meetings of the Board shall be held annually, one in the spring and one in the fall.  The spring meeting shall be the Annual Meeting.

 

Section 5.          Special Meetings

 

            Special meetings may be held at any time on the call of the Chair of the Board or of the President of the College, or upon the written request of ten members.

 

Section 6.          Location

 

            Meetings of the Board, regular or special, shall be held on the campus of the College in the college building specified in the notice or elsewhere as determined by the Chair of the Board or the President of the College.

 

Section 7.          Notice

 

            The notice of every meeting of the Board, regular or special, shall state the time, place, and purpose of the meeting and shall be accompanied by an agenda of the matters to be considered.  Notice shall be mailed to each trustee, addressed to such trustee at his or her designated mailing address, at least thirty (30) days before the meeting.  A trustee may waive notice of any meeting, and attendance at any meeting shall constitute a waiver of notice.

 

            At any special meeting, items of business not included in the notice may be transacted only if their inclusion in the agenda is approved by a three-fourths vote of the trustees present.

 

Section 8.          Quorum

 

            (a)        One half (1/2) of themembers of the entire Board shall constitute a quorum for the transaction of business.

 

            (b)        A majority of the trustees present may at any time or from time to time adjourn any meeting of the Board to another place or time, without notice other than the announcement of such time and place at the meeting.

 

Section 9.          Participation in Committee Meetings by Conference Telephone

 

            Any trustee may participate by means of conference telephone or other similar communications equipment, by means of which all persons in the meeting can hear each other, in any meeting of a committee or subcommittee (provided he or she is otherwise entitled to participate), be counted for the purpose of determining a quorum thereof and exercise all rights and privileges to which he or she might be entitled were he or she personally in attendance, including the right to vote.

 

Section 10.          Informal Action by the Board of Trustees

 

            Any action which may be taken at a meeting of the Board of Trustees or of any committee or subcommittee of the Board, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the trustees or all members of the committee or subcommittee, as the case may be, and shall be filed with the Secretary of the College.  Insertion in the minutes of the Board shall be deemed filing with the Secretary regardless whether the Secretary or some other authorized person has actual possession of the minute book.  Written consents by all of the members of the Board of Trustees or of any committee or subcommittee executed pursuant to this section may be executed in any number of counterparts and shall be deemed effective as of the date set forth therein.

 

Section 11.          Constituency Trustees

 

            In order that the several constituencies of the College shall be appropriately represented on the Board of Trustees, these constituencies, as identified from time to time by the Board, shall be granted the privilege of nominating representatives to the Board.  Such representatives shall be not more than three in number from any one constituency, each to serve for a term of three years, and shall not be eligible for renomination to succeed themselves.

 

Section 12.          Removal

 

            The Board of Trustees may, for any proper cause, declare vacant the office of any trustee by the affirmative vote of two-thirds of the entire Board.

 

Section 13.          Emeritus Status

 

            Any trustee who has served as a member of the Board for two or more full terms, upon nomination by the Committee on Trustees, may be elected by the Board of Trustees to the honorary status of trustee emeritus. A trustee emeritus shall receive notice of all meetings of the Board and shall have the privilege of attending all meetings but shall have no right to vote.

 

 

II.  COMMITTEES

 

Section 1.          Membership and Meetings

 

            (a)        Committees. The standing committees of the Board shall be:

1. Executive Committee

2. Committee on Education and Student Life

3. Committee on Advancement and Marketing

4. Committee on Enrollment and Retention

5. Committee on Business Affairs

6. Committee on Audit

7. Committee on Investments

8. Committee on Trustees

9. Other committees as the Board may create

 

            (b)        Appointment and membership.  Unless otherwise provided, members of committees and the chairs thereof shall be appointed by the Chair of the Board in consultation with the President of the College.  The Chair of the Board of Trustees and President of the College shall be ex officio members of all committees, but the President shall have no vote.  The Chair of a committee shall not serve in that capacity more than ten years.

 

            (c)        Meetings of the Committees.  Meetings of any committee may be called by the Chair of the committee, by the Chair of the Board, by the President of the College, or by any three members of the committee.   A request for a meeting shall include an agenda.

 

            (d)        Notice of Meetings.  At least five days' notice of the time and place of each committee meeting shall be given to the members of the committee.  A committee member may waive notice of any meeting, and attendance at any meeting shall constitute a waiver of notice.

 

            (e)        Minutes of Committees.  All committees shall keep minutes of meetings showing actions taken or recommendations made to the trustees, and shall report the same to the trustees at their next regular meeting.

 

            (f)        Quorum.  A majority of the voting members of any committee shall constitute a quorum.   A majority of the committee voting members present and voting shall be required to approve any action of the committee and any recommendation of the committee to the Board.

 

Section 2.          Executive Committee

 

            (a)        The Executive Committee shall consist of the officers of the Board of Trustees who are members of the Board, the Chair or, in the absence of the Chair, the Vice-Chair of each standing committee of the Board, and two other members of the Board of Trustees elected by the Board.

 

            (b)        The Committee shall normally hold three, but not less than one, meetings a year.

 

            (c)        The Committee shall represent the Board between meetings of the Board and shall have all the powers of the Board.

 

            (d)        The Committee shall be responsible for strategic planning for the College, subject to the approval of the Board of Trustees.

 

            (e)        The Committee shall conduct an annual evaluation of the President of the College and report to the Board.

 

            (f)        The Committee shall assure that all members of the Board are in compliance with the Conflict of Interest Policy approved by the Board.

 

            (g)        The Committee shall coordinate the activities of all other committees.

 

            (h)        The Committee shall receive staff assistance from the Office of the President.

 

 

Section 3.          Committee on Education and Student Life

 

            (a)        The Committee shall be concerned with the interests of the faculty and students and with the well-being of the entire College as a learning community.


 

            (b)        The Committee in consultation with the Faculty, Provost and President shall review and recommend to the Board policy and shall have general oversight of activities pertaining to the curriculum and instruction, and shall make recommendations to the Board concerning policy in relation to the appointment, terms and conditions of employment, sabbatical leave, promotion and tenure of faculty.

 

            (c)        The Committee shall review and recommend to the Board policy pertaining to, and shall have general oversight of, all student services.

 

            (d)        The Provost of the College shall be an ex officio member of the Committee, but shall not vote.

 

            (e)        The Committee shall receive staff assistance from the Office of the Provost.

 

Section 4.          Committee on Advancement and Marketing

 

            (a)        The Committee shall review and recommend to the Board policy pertaining to the development of the interest and support of alumni and other friends and constituencies of the College, and shall have general oversight of advancement and marketing programs and activities of the College.

 

            (b)        The Committee shall review and recommend to the Board policy and shall have general of matters pertaining to fund raising and capital campaigns. The Committee, together with the Committee on Investments, shall recommend to the Board any changes to the Policies for Receiving and Recording Gifts and Pledges as the same shall be approved from time-to-time by the Board.

 

            (c)        The Vice President for Advancement and Marketing of the College shall be an ex officio member of the Committee, but shall not vote.

 

            (d)        The Committee shall receive staff assistance from the Office of the Vice President for Advancement and Marketing.

           

Section 5.       Committee on Enrollment and Retention

 

(a) The Committee shall review and recommend to the Board policy and shall have general oversight of activities pertaining to the recruitment and admission of students.

 

(b) The Committee shall review and recommend to the Board policy and shall have general oversight of activities pertaining to diversity in student enrollment.

 

(c) The Committee, together with the Committee on Business Affairs, shall review and recommend to the Board policy and shall have general oversight of matters relating to pricing and financial aid.

 

(d) The Committee shall review and recommend to the Board policy and shall have general oversight of activities directed at improvements in successfully retaining students.

 

(e) The Vice President for Enrollment and Retention of the College shall be an ex officio member of the Committee, but shall not vote.

 

(f) The Committee shall receive staff assistance from the Office of the Vice President for Enrollment and Retention.

 

 

 

 

 

Section 6 .          Committee on Business Affairs

 

            (a)        The Committee shall review and make recommendations to the Board concerning the annual budget of income and expenditures of the College as submitted by the President of the College and review the projected five year budgets.

 

            (b)        The Committee, together with the Committee on Enrollment and Retention, shall review and recommend to the Board policy and shall have general oversight of matters relating to pricing andfinancial aid.

 

            (c)        The Committee, together with the Committee on Investments, shall review and recommend to the Board the annual spending rate from the endowment.

 

            (d)        The Committee shall review and recommend to the Board policy and shall have general oversight of matters pertaining to the physical plant of the College.

 

            (e)        The Committee shall review and recommend to the Board regarding the purchase, lease, sale or mortgage of real property, the pledge of endowment, or the borrowing of money. 

 

            (f)        The Committee shall review and recommend to the Board policy and shall have general oversight pertaining to matters of employee compensation, fringe benefits, retirement programs and collective bargaining agreements.

 

            (g)        The Committee shall review and recommend to the Board policy and shall have general oversight pertaining to all other business operations and contracts of the College.

 

            (h)        The Treasurer of the College shall be an ex officio member of the committee.  The Vice President for Finance and Operations shall be an ex officio member of the committee, but shall not vote.

 

(i)         The Committee shall receive staff assistance from the Office of the Vice

President for Finance and Operations.

 

Section 7.           Committee on Audit

 

  1. The Committee shall oversee the College’s financial practices, internal controls,

financial management, and standards of business conduct.

 

            (b)        The Committee shall recommend to the Board independent accountants to perform the annual audit.

 

(c)        The Committee shall meet with the auditors to review the financial statements,

their report on the adequacy of internal controls, the management letter, and other findings.

 

  1. The Committee shall recommend to the Board that the audit report be accepted.

 

  1. The Committee shall recommend to the Board policy pertaining to conflict of

interest, including how it pertains to the Board.

 

  1. The Treasurer of the College shall be an ex officio member of the Committee.  The

Vice President for Finance and Operations shall be an ex officio member of the Committee, but shall have no vote.

 

            (g)        The Committee shall receive staff assistance from the Office of the Vice President for Finance and Operations.

 

Section 8.          Committee on Investments

 

            (a)        The Committee shall be authorized to exercise powers of the Board to hold, invest, and reinvest in the name of the College real estate, moneys, stocks, bonds, mortgages and other assets given or bequeathed to the College for general or specific uses and endowments in accordance with an Investment Policy Statementas the same shall be approved from time-to-time by the committee or the Board.

 

            (b)        The Committee, together with the Committee on Advancement and Marketing, shall recommend to the Board any changes to the Policies for Receiving and Recording Gifts and Pledges as the same shall be approved from time-to-time by the Board.

 

            (c)        The Committee, together with the Committee on Business Affairs, shall review and recommend to the Board the annual spending rate from the endowment.

 

            (d)        At each regular meeting of the Board, the Committee shall provide a written summary report of all transactions in the purchase or sale of assets since the previous meeting, together with an appropriate summary of the status of the investment portfolio.

 

            (e)        This Committee shall designate and empower either the Treasurer of the Board, or the Assistant Treasurer of the Board, or the Chair of the Committee to attend and vote, either in person or by proxy, at any stockholders' meeting of any corporation in which the College owns stock.

 

            (f)        The Committee shall have authority to designate a custodian for the College’s securities, and to retain investment consultants and portfolio managers to assist the Committee with its work.

 

            (g)        The Treasurer of the College shall be an ex officio member of this committee.  The Vice President of Finance and Operations shall be an ex officio member of the committee, but shall not have vote.

 

(h)        The Committee shall receive staff assistance from the Office of the Vice President

for Finance and Operations.`

 

Section 9.          Committee on Trustees

                                                                                   

  1. The Committee shall nominate candidates for election and reelection to the Board

and for election as officers of the Board, and, from time to time, propose names for such vacancies as may occur among the officers or members of the Board.

 

            (b)        The Committee shall oversee the orientation program for new trustees.

 

            (c)        The Committee shall evaluate the performance of trustees.

 

            (d)        The Committee shall nominate candidates for election to emeritus status to the Board.

 

            (e)        The Committee shall recommend to the Board changes in the By Laws of the Board of Trustees.

 

            (f)    The Committee shall receive staff assistance from the Office of the Vice President for Advancement and Marketing.

 

 

III.  THE PRESIDENT

 

            The President of the College shall be elected by the Board of Trustees and serve at the pleasure of the Board.

 

            The President shall be the chief administrative officer of the College.   As Chief Executive Officer, the President shall:  (1) carry out all orders and directives and administer all policies of the Board; (2) subject to the revisions and orders of the Board, after consultation with the faculty, establish and administer policy concerning the educational program, faculty promotion and tenure, admissions, graduation requirements, scholarships and honors and the academic calendar; and (3) subject to the revisions and orders of the Board, establish and administer policy concerning the budget, financial aid, development, personnel, the physical plant and other business operations of the College.  The President shall report to the trustees at each regular meeting, and at the fall meetingpresent a written report of the year’s activities.

 

            The President shall inform the Board, or appropriate committee thereof, of the budgetary effect of matters which are presented to the Board for approval.

 

            The President shall be the official medium of communication between the faculty and the Board of Trustees and between the students and the Board.

 

            The President shall serve as Chair of the faculty and, as such, shall have a vote in any action taken by the faculty, which shall act in an advisory capacity to the President.   The Provost of the College shall be a member of the faculty and, as such, may attend faculty meetings, serve on faculty committees, and be heard and may vote. At the discretion of the President, the Provost may preside at faculty meetings.

 

IV.  INDEMNIFICATION

 

            Each trustee and officer of the College shall be indemnified against all expenses actually and necessarily incurred by such trustee or officer in connection with the defense of any action, suit, or proceeding to which he or she has been made a party by reason of serving or having served as trustee or officer.  Notwithstanding the foregoing, no trustee or officer shall be adjudicated in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of duty.

 

V.  PERSONAL LIABILITY OF TRUSTEES

           

            Trustees of the College are entitled to rely in good faith on information, reports and opinions, including financial data, prepared or presented by officers, employees, counsel, accountants and other professional experts, and committees of the Board.  A trustee shall not be personally liable for monetary damages as a trustee for any action taken, or any failure to take any action, unless the trustee has breached or failed to perform the duties of his or her office under Section 8363 of Title 42 (Judiciary and Judicial Procedure) of the Pennsylvania Consolidated Statutes, and the breach or failure to perform such duties constitutes self-dealing, willful misconduct or recklessness.  This section shall not apply to the responsibility or liability of a trustee pursuant to any criminal statute, or the liability of a trustee for the payment of taxes pursuant to local, State or Federal law, nor shall this section apply to any action filed prior to the date of the amendment adding this section to the bylaws, nor to any breach or performance of duty or any failure of performance of duty by a trustee prior to such date.

 

Management of Charitable Lead Trusts

 

            Should any trustee establish a charitable lead trust that provides funds to Juniata College, such funds shall be maintained in a segregated account.  The segregated account shall be subject to the control of the Committee on Investments, excluding the trustee creating the charitable lead trust.  The trustee creating such charitable lead trust shall have no control over the segregated fund, shall not participate in approving appointments to the Committee on Investments or any other committee controlling the segregated fund, and shall not otherwise participate in any decisions relating to the administration of the segregated fund or the use of distributions from the segregated fund.

 

VI.  CONFLICTS OF INTEREST

 

            All trustees are expected to comply with the Conflict of Interest Policy approved by the Board.  However, no action shall be invalid as a result of failure to disclose to the Board a conflict of interest unless (1) the vote of the trustee failing to disclose the conflict of interest was necessary to the action of the Board of Trustees and (2) the person challenging the action of the Board of Trustees shall demonstrate that the action was, in fact, prejudicial to the interest of the College.

 

VII.  BOND

 

            A corporate surety bond or comparable legal liability insurance coverage, in an amountand form approved by the Board shall be obtained by the Board of Trustees for any employee having custody of funds or securities of the College.

 

VIII.  SEAL

 

            The College seal shall have inscribed thereon the name of the College and the date or year and state of its incorporation.

 

 

IX.  AMENDMENTS

 

            These bylaws may be altered, amended, or repealed, or new bylaws may be adopted at a regular or special meeting of the Board of Trustees, provided the proposal(s) shall have been approved by a majority of the Board of Trustees after thirty (30) days' notice thereof is given prior to the date of the meeting at which such action is proposed.

 

 

X.  EFFECTIVE DATE

 

            These bylaws contain all alterations, amendments, or rescissions through October 27, 2012 and shall take effect from and after that date.

 

 

 

 

 

 

 

 

 

 


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