Policy Handbook

Economics Professor 2

By-Laws

President's Office

´╗┐JUNIATA COLLEGE
BY-LAWS
OF THE
BOARD OF TRUSTEES

Amended and approved by the Board of Trustees
July 28, 2013


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

  1. 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.
  2. No decrease in the number of trustees shall shorten the term of any incumbent trustee.
  3. 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

  1. 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.
  2. 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.
  3. 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.
  4. 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

Three regular meetings of the Board shall be held annually, one in the spring, fall and winter. 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

Notice of every regular or special meeting of the Board shall be sent to each trustee at his or her designated address by mail, facsimile, personal delivery or any other means permitted by law. Such notice shall specify the time, place and purpose of the meeting, together with instructions on how trustees can access the agenda and other materials for the meeting. Notice shall be sent at least thirty (30) days prior to a regular meeting and at least twenty-one (21) days prior to a special meeting, except that the Chair of the Board may, in the case of a special meeting called under circumstances requiring prompt deliberation or action by the Board, direct that notice of such meeting be given not later than two days prior to the meeting date. 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 vote of three-fourths of the trustees present.

Section 8. Quorum

  1. One half (1/2) of the members of the entire Board shall constitute a quorum for the transaction of business, and except as expressly provided otherwise in these By-Laws, the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Board.
  2. 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

Members of the Board or of any committee may participate in a meeting of the Board or committee by means of conference telephone, live video or similar communications equipment which allows all members participating in the meeting to hear each other. Participation in a meeting by such means shall constitute presence in person at such meeting.

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

  1. 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
  1. 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 five consecutive years.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. Attendance of Committee Meetings. Members of the Board of Trustees may attend anyof the committee meetings and present their views on any item of business set forth in the agenda for the meeting, provided that all or a portion of a committee meeting may be closed by the Chair of such committee to all but committee members if, due to the confidential or sensitive nature of the items to be deliberated by the committee, the Chair reasonably believes that doing so would be in the best interest of the College.

Section 2. Executive Committee

  1. 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.
  2. The Committee shall normally hold three, but not less than one, meetings a year.
  3. The Committee shall represent the Board between meetings of the Board and shall have all the powers of the Board.
  4. The Committee shall be responsible for strategic planning for the College, subject to the approval of the Board of Trustees.
  5. The Committee shall conduct an annual evaluation of the President of the College and report to the Board.
  6. The Committee shall assure that all members of the Board are in compliance with the Conflict of Interest Policy approved by the Board.
  7. The Committee shall coordinate the activities of all other committees.
  8. The Committee shall receive staff assistance from the Office of the President.

Section 3. Committee on Education and Student Life

  1. 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.
  2. 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.
  3. The Committee shall review and recommend to the Board policy pertaining to, and shall have general oversight of, all student services.
  4. The Provost of the College shall be an ex officio member of the Committee, but shall not vote.
  5. The Committee shall receive staff assistance from the Office of the Provost.

Section 4. Committee on Advancement and Marketing

  1. 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.
  2. 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.
  3. The Vice President for Advancement and Marketing of the College shall be an ex officio member of the Committee, but shall not vote.
  4. The Committee shall receive staff assistance from the Office of the Vice President for Advancement and Marketing.

Section 5. Committee on Enrollment and Retention

  1. 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.
  2. The Committee shall review and recommend to the Board policy and shall have general oversight of activities pertaining to diversity in student enrollment.
  3. 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.
  4. The Committee shall review and recommend to the Board policy and shall have general oversight of activities directed at improvements in successfully retaining students.
  5. The Vice President for Enrollment and Retention of the College shall be an ex officio member of the Committee, but shall not vote.
  6. The Committee shall receive staff assistance from the Office of the Vice President for Enrollment and Retention.

Section 6 . Committee on Business Affairs

  1. 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.
  2. 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 and financial aid.
  3. The Committee, together with the Committee on Investments, shall review and recommend to the Board the annual spending rate from the endowment.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  2. The Committee shall recommend to the Board independent accountants to perform the annual audit.
  3. 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.
  4. The Committee shall recommend to the Board that the audit report be accepted.
  5. The Committee shall recommend to the Board policy pertaining to conflict of interest, including how it pertains to the Board.
  6. 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.
  7. The Committee shall receive staff assistance from the Office of the Vice President for Finance and Operations.

Section 8. Committee on Investments

  1. 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 Statement as the same shall be approved from time-to-time by the committee or the Board.
  2. 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.
  3. The Committee, together with the Committee on Business Affairs, shall review and recommend to the Board the annual spending rate from the endowment.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  2. The Committee shall oversee the orientation program for new trustees.
  3. The Committee shall evaluate the performance of trustees.
  4. The Committee shall nominate candidates for election to emeritus status to the Board.
  5. The Committee shall recommend to the Board changes in the By Laws of the Board of Trustees.
  6. 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 meeting present 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 amount and 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 July 28, 2013 and shall take effect from and after that date.


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