Amended and Restated by the Board of Trustees as of July 21, 2019
Juniata College (the "College") is a coeducational liberal arts college located in Huntingdon, Pennsylvania.
Statement of Purpose: The College has a tradition of maintaining the sense of peace, simplicity, community and service set forth by its Church of the Brethren founders. Through encouraging personal, intellectual, physical and social growth in each student and modeling values of mutual respect and cooperation in its campus community, the College seeks, through providing an engaging personalized educational experience, to develop in its students the skills, knowledge and values that lead to a fulfilling life of service and ethical leadership in the global community.
ARTICLE I: BOARD OF TRUSTEES ("Board")
Section 1. Powers
The Board is vested by law with all the powers and authority to govern effectively and set policy for the College in accordance with the laws of the Commonwealth of Pennsylvania.
Section 2. Number of Board Members
The Board shall consist of not less than thirty-one (31) and not more than forty (40) voting members. The Board by resolution may change the number of trustees at any time and from time to time as permitted by the College's articles of incorporation, except that no decrease in the number of trustees shall shorten the term of any incumbent trustee.
Section 3. The President as Trustee
The President of the College shall be an ex officio non-voting member of the Board.
Section 4. Constituency Trustees
The Board by resolution may grant to certain of the College's constituencies the privilege of nominating representatives to serve as voting trustees for a term not to exceed three (3) years. The Board shall identify from time to time which constituencies shall have the right to nominate representatives to the Board and the number of representatives from each constituency, provided that the number of representatives shall be not more than three (3) in number from any one constituency. No constituent trustee shall be eligible for re-nomination to a successive term on the Board as a constituent trustee following the expiration of the initial three-year term in office.
Section 5. Faculty and Student Representatives
The Board by resolution may grant to the faculty or to the student body, or both, the privilege of designating individuals from among their respective bodies to serve as representatives to the Board. Such representatives shall not be more than two (2) in number from either the faculty or the student body. Faculty and student representatives to the Board shall not be members of the Board or have voting privileges but shall receive notices of all meetings of the Board and have the privilege of attending all Board meetings.
Section 6. Nomination and Election
The Governance Committee shall be responsible for nominating candidates for election to the Board, including individuals standing for election for the first time and incumbent voting trustees who are eligible for re-election. Nominations shall be made and elections held at the annual meeting of the Board.
Section 7. Term
Trustees shall serve for a term of three (3) years. Trustee terms are staggered among three classes that are as nearly equal in number as possible so that the terms of approximately one-third of the full Board expire each year. Each trustee's term shall commence on the September 1 next following the trustee's election or re-election to the Board. Except as otherwise provided in these Bylaws, incumbent voting trustees may be considered for re-election at the conclusion of their three-year term in office.
Section 8. Resignation
Any trustee may resign at any time by submitting a written notice to the Chair of the Board or Secretary. Such resignation shall take effect at the time specified in the notice.
Section 9. Removal
Any trustee may be removed from the Board by the affirmative vote of two-thirds of the voting trustees in attendance at any regular or special meeting of the Board called expressly for that purpose. Any trustee proposed to be removed shall be entitled to reasonable notice and an opportunity to be heard.
Section 10. Vacancies
The Board may fill the unfulfilled term of any voting trustee through a special election at any regular or special meeting of the Board, provided that the Board may in its discretion carry forward up to three vacated Board seats for the duration of their respective unfulfilled terms.
Section 11. Emeritus Status
The Board, upon the recommendation of the Governance Committee, may elect any former voting trustee who served at least two full terms on the Board to the status of trustee emeritus, provided that such former trustee also has satisfied or met all of the other conditions and prerequisites for trustee emeritus status that the Board has established at the time of such recommendation. Individuals elected to trustee emeritus status shall not have voting privileges but shall receive notices of all meetings of the Board and have the privilege of attending all Board meetings. Trustees emeriti shall retain their status indefinitely but shall be subject to removal as outlined in Article I, Section 9 above.
ARTICLE II: BOARD MEETINGS
Section 1. Regular Meetings
The Board shall hold no fewer than three (3) regular meetings each year, including the annual meeting, on such dates and times as it shall determine by resolution. The Board may discuss and transact any business related to the authority of the Board at such meetings.
Section 2. 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 voting trustees.
Section 3. Location
Meetings of the Board, regular or special, shall be held on the campus of the College or at any other location as determined by the Chair of the Board or the President of the College.
Section 4. Notice
- Notice of every regular or special meeting of the Board shall be sent to each trustee and Board representative at his or her designated address by regular mail, electronic 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 to 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 (2) days prior to the meeting date. A voting trustee may waive notice of any meeting, and attendance at any meeting shall constitute a waiver of notice for such meeting.
- Items of business not included in the notice of any special meeting may be transacted only if their inclusion in the agenda is approved by a vote of three-fourths of the voting trustees present at such meeting.
- Unless otherwise required by law, a majority of the voting 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 5. Quorum and Manner of Acting
- A majority of the total number of voting trustees constituting the Board at the time of any meeting shall constitute a quorum for the transaction of business at such meeting and, except as provided otherwise in the articles of incorporation, these Bylaws or applicable law, the act of a majority of the voting trustees present at any meeting at which a quorum is present shall be the act of the Board. Voting by proxy is not permitted.
- A majority of the voting trustees present at any meeting at which a quorum is not present may adjourn the meeting until such quorum shall be present.
Section 6. Remote Participation
Trustees and other Board representatives may participate in a meeting of the Board by means of conference telephone, live video or similar communications equipment that allows all individuals participating in the meeting to hear each other. Participation in a meeting by such means shall constitute presence in person at such meeting.
Section 7. Board Action by Unanimous Written Consent
Any action that may be taken at a regular or special meeting 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 voting trustees and filed with the Secretary. 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 voting trustees executed pursuant to this section may be executed in any number of counterparts, and any action so taken by the Board shall be deemed effective as of the date of the last voting trustee to sign such consent or counterpart thereof.
Section 8. Executive Sessions
Subject to the requirements of state law, the Board may hold any regular or special meeting, or any part thereof, in executive session with participation limited to voting trustees. Other individuals may be invited to attend all or portions of an executive session as deemed necessary by the Chair of the Board.
ARTICLE III: BOARD OFFICERS
Section 1. Officers of the Board
The officers of the Board 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 Board member. The offices of Chair, Vice Chair, Secretary and Treasurer shall be filled by individuals who are voting trustees, and the offices of Assistant Secretary and Assistant Treasurer may be filled by individuals who are not members of the Board.
Section 2. Chair
The Chair of the Board shall preside, when present, at all meetings of the Board, shall serve as the primary spokesperson for the Board, shall see that all orders, resolutions and policies adopted or established by the Board are carried into effect, shall determine the composition and leadership of Board committees in a manner consistent with these Bylaws, shall serve as chair of the Executive Committee, shall serve as an ex officio member of all other standing committees of the Board and shall have such other powers and perform such other duties incident to the office of Chair of the Board or as may be assigned from time to time by the Board.
Section 3. Vice Chair
Unless and until directed otherwise by the Board, the Vice Chair shall perform the duties of the Chair of the Board during any period when the Chair of the Board is absent or is unable or unwilling to serve. Should the Vice Chair also be unable or unwilling to perform these duties during this time, the Board by resolution may appoint another voting trustee to perform such of the duties of the Chair of the Board as the Board determines to be in the best interest of the College. The Vice Chair shall have such other duties as may be assigned from time to time by the Board or by the Chair of the Board.
Section 4. Secretary and Assistant Secretary
The Secretary shall attend and keep minutes of all proceedings and actions taken at all meetings of the Board, shall ensure the preservation of Board and Board committee minutes in the permanent records of the College, shall give notice of all meetings, shall have authority to affix the seal to any instrument authorized to be executed by an officer of the College, shall attest to such seal, shall acknowledge the execution of any such instrument, and shall perform such other duties incident to the office of secretary or as may be assigned from time to time by the Board or by the Chair of the Board. The Assistant Secretary shall support and assist the Secretary in carrying out the foregoing responsibilities and perform such other duties as may be assigned from time to time by the Chair of the Board or the Secretary.
Section 5. Treasurer and Assistant Treasurer
The Treasurer shall assist the Board in all matters affecting the finances of the College and the prudent and productive management of the College's endowment fund, with particular attention to the policies and practices of the committees on Audit, Compliance and Risk Management; Business Affairs; and Investments, and shall perform such other duties incident to the office of treasurer or as may be assigned from time to time by the Board or the Chair of the Board. The Assistant Treasurer shall support and assist the Treasurer in carrying out the foregoing responsibilities and perform such other duties as may be assigned from time to time by the Chair of the Board or the Treasurer.
Section 6. Nomination
The Governance Committee shall be responsible for nominating candidates for election as officers of the Board.
Section 7. Election and Terms
The Board shall elect the officers of the Board annually at the annual meeting. Each officer so elected shall hold office for a term of one (1) year and until a successor is elected and qualified or until the officer's membership on the Board ends. Incumbent officers may be considered for re-election, provided that the Chair of the Board shall not serve in that capacity for more than five (5) full consecutive one-year terms. Each officer's term shall commence on the September 1 next following the annual meeting at which the officer was elected.
Section 8. Resignation of Officers
An officer may resign at any time by submitting a written notice to the Chair of the Board or Secretary. Such resignation shall take effect at the time specified in the notice.
Section 9. Removal of Officers
An officer may be removed from such office by an affirmative vote of two-thirds of the trustees in attendance at any regular or special meeting of the Board called expressly for that purpose. Any officer proposed to be removed shall be entitled to reasonable notice and an opportunity to be heard.
Section 10. Vacancies
The Board may fill the unfulfilled term of any officer through a special election at any regular or special meeting of the Board.
ARTICLE IV: BOARD COMMITTEES
Section 1. Standing Committees
- The standing committees of the Board shall be the following:
- Advancement Committee
- Audit, Compliance and Risk Management Committee
- Business Affairs Committee
- Education Committee
- Enrollment and Marketing Committee
- Retention and Student Life Committee
- Executive Committee
- Governance Committee; and
- Investments Committee
- The Board by resolution shall approve a charter for each standing committee, consistent with the College's articles of incorporation and these Bylaws, setting forth the purpose, powers and duties of such committee.
- Each standing committee shall be comprised of at least three (3) voting trustees and such other representative members as the Board from time to time shall approve. Voting trustees shall represent a majority of the members of each standing committee and, unless directed otherwise by the Board, shall be the only members of the committee having the right to vote. Each standing committee shall have a chair and a vice-chair selected from among the voting trustees on the committee. The Chair of the Board, in consultation with the President of the College, shall appoint the chair, vice-chair and members of each standing committee except the Executive Committee.
- The chair, vice-chair and members of each standing committee shall serve for a term of one (1) year, beginning on the September 1 next following their appointment, and shall be eligible for reappointment for successive one-year terms, except that no committee chair shall serve in that capacity for more than five (5) full consecutive one-year terms without Board consent.
- The Chair of the Board shall be an ex officio voting member of all standing committees and the President of the College shall be an ex officio non-voting member of all standing committees except the Audit Committee.
Section 2. Special Committees
The Board may appoint other committees for such general or special purposes and for such terms as may be established by the Board, and the Board may delegate to any such committees such powers and duties of the Board and such membership requirements as the Board may in its discretion determine. Members of special committees and the chairs thereof shall be appointed by the Chair of the Board in consultation with the President of the College.
Section 3. Committee Meetings
- Meetings of any standing or special committee of the Board 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.
- Notice of every regular or special meeting of each standing or special committee of the Board shall be given to members of the committee at least five (5) days prior to the scheduled time of the meeting and shall otherwise comply with the requirements for notice applicable to meetings of the Board. The provisions of these Bylaws relating to remote participation, action by written consent and executive sessions at meetings of the Board shall apply to the standing and special committees of the Board.
- A majority of the total number of voting members of any standing or special committee shall constitute a quorum for the transaction of business by such committee and the act of a majority of the voting committee members present at any meeting at which a quorum is present shall be the act of the committee.
- Standing committees shall keep minutes of meetings showing actions taken or recommendations made to the Board, and shall report the same to the Board at the next regular Board meeting. Special committees shall record and report their activities as directed by the Chair of the Board.
- Trustees who are not members of a standing or special Board committee may attend meetings of any such committee and present their views on any item of business set forth in the agenda for the meeting, provided that (i) only committee members shall have the right to vote on any item of business brought before such committee for a vote and (ii) 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 4. Executive Committee
- The Executive Committee shall consist of the officers of the Board who are voting Trustees, the chair or, in the absence of the chair, the vice-chair of each standing committee of the Board, and two other voting trustees elected by the Board. The Governance Committee shall be responsible for nominating candidates to fill the two membership positions elected by the Board. The Chair of the Board or, in the absence of the Chair of the Board, the Vice-Chair of the Board, shall serve as chair of the committee.
- The committee shall meet as often as deemed necessary by the committee or its chair, but not less than once per year.
- The committee shall have and may exercise all of the powers and authority of the Board when the Board is not in session in the management of the business and affairs of the College, except that the Committee shall not have the power and authority to (i) adopt, amend or repeal the articles of incorporation or Bylaws of the College, (ii) adopt, amend or repeal the charter of any committee of the Board, (iii) take any action delegated by charter to another committee of the Board, (iv) create or fill any vacancy on the Board, (v) select or terminate the President of the College or any officer of the Board, (vi) incur corporate indebtedness, (vii) sell or otherwise dispose of real estate and other tangible property, (viii) adopt an annual budget, (ix) confer degrees, or (x) take any action inconsistent with a prior resolution of the Board.
- The committee shall have such stated duties and responsibilities as set forth in the charter for the committee, which duties shall include (i) assisting the Board in its oversight of the College’s strategic plan, (ii) review and recommendation to the Board of the performance and compensation of the President of the College, (iii) coordination of activities of all Board committees, and (iv) such other duties and responsibilities as may be assigned from time to time by the Board.
- The Committee shall receive administrative assistance from the Office of the President.
Section 5. Committee Charters
The purpose, membership and rules of operation of, and the powers and duties delegated by the Board to, the Executive Committee and each of the other standing committees of the Board shall be as set forth in the Board-approved charters for each such committee.
ARTICLE V: INSTITUTIONAL LEADERSHIP
Section 1. College Officers
The officers of the College shall be the president, the provost and the chief financial officer (or such officers having duties and responsibilities substantially similar to these officers). Subject to approval by the Board, the president may establish or designate other positions as officers of the College.
Section 2. President
The President of the College shall be elected by the Board and serve at the pleasure of the Board.
The President shall be the chief executive officer of the College. As chief executive officer, the President shall be responsible for the supervision and management of the College; for the duties mandated by the College's articles of incorporation, these Bylaws and the President's employment agreement, if applicable; and for interpreting and implementing the policies of the College and of the Board. Responsibilities of the President shall include, without limitation:
- managing, developing and promoting the College;
- presiding at academic functions and serving as the spokesperson on behalf of the
- carrying out all orders and directives and administering all policies of the Board;
- subject to the revisions and orders of the Board, after consultation with the faculty, establishing and administering policy concerning the educational program, faculty promotion and tenure, faculty governance, admissions, graduation requirements, scholarships and honors and the academic calendar;
- subject to the revisions and orders of the Board, establishing and administering policy concerning the budget, financial aid, development, personnel, the physical plant and other business operations of the College;
- being the official medium of communication between the faculty and the Board and between the students and the Board;
- keeping the Board, faculty and administrative staff informed in a timely way of significant issues related to institutional operations and activities;
- submitting a proposed annual budget for the College to the Board prior to the beginning of the fiscal year and informing the Board, or appropriate Board committee, of the budgetary impacts of matters which are presented to the Board for approval; and
- reporting to the trustees at each regular meeting and submitting an annual report on the condition, operation and needs of the College.
Section 3. Provost
The Provost shall be the chief academic officer of the College. The Provost shall be appointed by the President, in consultation with the Board, and report to the President. As chief academic officer, the Provost's responsibilities shall include:
- being a member, and serving as chair, of the faculty and presiding at all faculty meetings;
- recommending to the President the promotion and tenure eligibility of current faculty members and the appointment of new faculty members;
- recommending to the President the College’s educational program, faculty governance, graduation requirements, scholarships and honors and the academic calendar;
- maintaining and applying for academic accreditation and credentials on behalf of the College; and
- performing such other duties incident to the office of provost or as may be assigned from time to time by the President or the Board.
Section 4. Chief Financial Officer
The Chief Financial Officer shall be appointed by the President, in consultation with the Board, and report to the President. The Chief Financial Officer's role is to assist the President in achieving the mission of the College while preserving and enhancing its assets. As such, the Chief Financial Officer's responsibilities shall include:
- oversight of the accounting, auditing and financial reporting functions; insurance and risk management programs; debt management; cash flow optimization; and financial information systems;
- recommending to the President the operating and capital budget;
- recommending to the President policies regarding resource allocation, strategic planning, management of the endowment and endowment spending, enterprise risk management, conflict of interest and ethical conduct; and
- performing such other duties incident to the office of chief financial officer or as may be assigned from time to time by the President or the Board.
ARTICLE VI: INDEMNIFICATION
Section 1. General Rule
Subject to the provisions of Section 2 below, the College shall, to the fullest extent permitted under the laws of the Commonwealth of Pennsylvania as now or hereafter in effect, indemnify any person (and his or her heirs, executors and administrators), who was or is a party, witness or other participant, or is threatened to be made a party, witness or other participant, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, actions by or in the right of the College), by reason of the fact that he or she is or was a trustee or officer of the College, or is or was serving at the request of the College as a director, officer, employee or agent of another entity or enterprise, against all expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Section 2. Advance Payment of Expenses
Subject to such terms, conditions and limitations, if any, as the Board may in its discretion determine to be appropriate, the College shall advance all reasonable expenses (including attorneys' fees, court costs, transcript costs, fees of experts and witnesses, travel expenses and all other similar expenses) reasonably incurred in connection with the defense of or other response to any action, suit or proceeding referred to in Section 1 above upon receipt of an undertaking by or on behalf of the person seeking the advance to repay all amounts advanced if it shall ultimately be determined upon final disposition of such action, suit or proceeding that he or she is not entitled to be indemnified by the College under the provisions of this Article. Notwithstanding the provisions of the preceding sentence, the College shall not be required to make any advance payment of expenses (or to make any further advance if one or more advances shall have been previously made) in the event that a determination is made by the Board that the making of an advance or further advance would be inappropriate in the circumstances.
Section 3. No Duplication of Payments
The College shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the person seeking indemnification has otherwise actually received payment under any insurance policy, contract, agreement or otherwise. In the event that the College makes an advance payment of expenses to or on behalf of any person, such person shall repay to the College the amount so advanced, if and to the extent that he or she subsequently receives payment therefore under any insurance policy, contract, agreement or otherwise.
Section 4. Insurance
The College may purchase and maintain at its own expense one or more policies of insurance to protect itself and to protect any trustee, officer, employee or agent of the College or of another entity or enterprise against any expense, liability or loss incurred by such person in such capacity, whether or not the College would have the authority to indemnify such person against any such expense, liability or loss under this Article or under the laws of the Commonwealth of Pennsylvania.
Section 5. Non-exclusivity
The right to indemnification and to the payment of expenses incurred in defending against or otherwise responding to any action, suit or proceeding in advance of its final disposition as set forth in this Article shall not be exclusive of any other rights which any person may now have or hereafter acquire under any agreement, vote of disinterested trustees, under any applicable law or under the College's articles of incorporation, or otherwise. It is the policy of the College that indemnification of, and advancement of expenses to, trustees and officers of the College shall be made to the full extend permitted by law. To this end, the provisions of this Article shall be deemed to have been amended for the benefit of trustees and officers of the College effective immediately upon any modification of applicable statute that expands or enlarges the power or obligation of the College to indemnify, or advance expenses to, trustees and officers of the College.
Section 6. Survival of Rights
The indemnification rights provided to a person under the provisions of this Article shall continue after such person ceases to be a trustee, officer, employee or agent of the College or of another entity or enterprise, as to any action taken, any failure to take action, or any events that occurred while such person was a trustee, officer or other representative of the College or of another entity.
Section 7. Modification or Repeal
The provisions of this Article may be modified or repealed in accordance with procedures for amending these Bylaws; provided, however, that any such modification or repeal shall not have an effect upon the indemnification rights of any person as they relate to any action taken, any failure to take action, or events which occurred prior to the effective date of such modification or repeal.
Section 8. Limitation on Actions Commenced by Indemnitee
Notwithstanding the foregoing provisions of this Article, the College shall indemnify a person seeking indemnification in connection with a proceeding (or part of it) initiated by that person only if such proceeding (or part of it) was authorized by the Board.
ARTICLE VII: PERSONAL LIABILITY OF TRUSTEES
Section 1. General Rule
A trustee of the College shall not be personally liable for monetary damages for any action taken or any failure to take any action, except to the extent that exemption from liability for monetary damages is not permitted under the laws of the Commonwealth of Pennsylvania as now or hereafter in effect. The provisions of this Section 1 are intended to exempt the trustees from liability for monetary damages to the maximum extent permitted under the Pennsylvania Nonprofit Corporation Law of 1988 (15 Pa. C.S. Sections 5101-6162), as may be amended from time to time, or under any other law now or hereafter in effect.
Section 2. Specific Rule under Nonprofit Corporation Law
Without limitation of Section 1 above, 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 (1) the trustee has breached or failed to perform the duties of his or her office as provided under the Pennsylvania Nonprofit Corporation Law, and (2) the breach or failure to perform such duties constitutes selfdealing, 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.
Section 3. Modification or Repeal
No modification or repeal of this Article shall have any effect upon the personal liability for monetary damages of a trustee of the College for, or with respect to, any act or omission of such trustee occurring prior to the date of such modification or repeal.
ARTICLE VIII: CONFLIITLS OF INTEREST
Section 1. Conflict of Interest Policy
The Board shall adopt and maintain a Conflict of Interest Policy applicable to all trustees (including those with and without voting privileges) and other Board representatives, who for purposes of this Article shall be defined as those officers of the Board and members of any Board committee who are not voting trustees. All trustees and other Board representatives are expected to comply with the Conflict of Interest Policy approved by the Board.
Section 2. Definition
The definition of conflict of interest shall be as set forth in the Conflict of Interest Policy. Generally, a conflict of interest occurs when a personal, business or family interest of a trustee or other Board representative interferes with his or her ability to make sound, objective decisions on behalf of the College.
Section 3. Disclosure
Each trustee or other Board representative shall disclose to the Executive Committee any actual, apparent, or possible conflict of interest at the earliest practical time, and in any event not later than the next periodic disclosure required under the Conflict of Interest Policy.
Section 4. Voting
No trustee or other Board representative shall vote on any matter under consideration at a Board or committee meeting, in which the trustee or other Board representative has a disclosed or undisclosed conflict of interest. A trustee or other Board representative who has or may have a conflict of interest may be invited by the Board to present factual information to the Board or committee, and may respond to direct questions from the Board or committee, regarding the matter or transaction at issue, provided that such trustee or other Board representative shall depart the meeting room during the deliberation of and vote on the matter. The minutes of the Board or committee meeting shall reflect that a disclosure was made and note the trustee's or Board representative's abstention from voting. The presence at a meeting of a trustee or other Board representative having an actual, apparent or possible conflict of interest shall be counted for purposes of determining the presence of a quorum at the meeting. Notwithstanding the provisions of this Section 4, no action of the Board or any committee shall be invalid as a result of failure to disclose to the Board or committee a conflict of interest unless (1) the vote of the trustee or other Board representative failing to disclose the conflict of interest was necessary to the action and (2) the person challenging the action shall demonstrate that the action was, in fact, prejudicial to the interest of the College.
Section 5. Management of Charitable Lead Trusts
Should any trustee establish a charitable lead trust that provides funds to the 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.
ARTICLE IX: 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 for any employee having custody of funds or securities of the College.
ARTICLE X: NONDISCRIMINATION
The College has a tradition of maintaining the sense of peace, cooperation and service set forth by its Church of the Brethren founders. The College is resolute in its commitment to diversity and inclusion. The College believes by nurturing the whole student and modeling values of mutual respect and cooperation in its campus community, its students will be prepared for ethical leadership in a global community. Neither the College, the Board, nor any committee of the Board shall take any action that discriminates against any person on the basis of race, color, national and ethnic origin, gender, age, religion, disability, sexual orientation, gender identity or any other basis proscribed by federal, state or local law.
ARTICLE XI: AMENDMENTS
These bylaws may be altered, amended, or repealed, or new bylaws may be adopted at a regular or special meeting of the Board at which a quorum is present by a vote of two-thirds of the voting trustees present, provided notice thereof is given to each voting trustee at least thirty days prior to the date of the meeting at which such action is proposed.
ARTICLE XII: EFFECTIVE DATE
These Bylaws contain all alterations, amendments, or rescissions through July 21, 2019 and shall take effect from and after that date.