University Charter and By-Laws

The Charter of Wesleyan University

[In the form as revised and amended up to and including 2010]

The original charter of Wesleyan University was passed in May, 1831, by the General Assembly of Connecticut (private Laws of Connecticut, Vol. I, p. 470). The name in the charter of 1831 was “The Wesleyan University” and the incorporators were Laban Clark, Thomas Burch, Heman Bangs, Isaac Kellogg, Aaron Sanford, Jr., James L. Phelps, John L. Smith, Willbur Fisk, Joseph A. Merrill, Abel Bliss, Abraham Avery, John W. Hardy, Isaiah Fisk, William R. Shafter, George W. Stanley, Elijah Hubbard, Henry L. DeKoven, Jonathan Barnes, W. L. Storrs, Samuel D. Hubbard, and Isaac Webb. The charter was first amended in 1870, Special Laws of Connecticut Vol. VI, p. 795 (when the corporate name was changed to “Wesleyan University”); and later in 1878, Special Laws of Connecticut, Vol. VIII, p. 140; and in 1879, Special Laws of Connecticut, Vol. VIII, p. 227; and in 1893, Special Laws of Connecticut, Vol. XI, p. 593; and in 1905, Special Laws of Connecticut, Vol. XIV, p. 868.

The charter was revised and amended in its entirety in 1907, Special Laws of Connecticut, Vol. XV, p. 292, and has been amended nine times since 1907, namely in 1923, Special Laws of Connecticut, Vol. XIX, p. 332; in 1927, Special Laws of Connecticut, Vol. XX, p. 9; in 1931, Special Acts, 1931, Special Act 310, p. 1013; in 1937, Special Acts, 1937, Special Act 223, p. 676; in 1943, Special Act 52, p. 37; and in 1959, Special Acts, 1959, Special Act 202, p. 190; in 1969, by action of the Board of Trustees, October 11, 1969; in January 1976, by action of the Board of Trustees on January 25, 1975; and in September 1991, by action of the Board of Trustees on September 28, 1991; and in May 2002, by action of the Board of Trustees on May 24, 2002, and in May 2003, by action of the Board of Trustees on May 23, 2003.

The 1907 charter as thus amended, up to and including the amendments of 2010, follows:

CHARTER OF 1907

Special Laws of Connecticut, Vol. XV, p. 292
AN ACT REVISING AND AMENDING THE CHARTER OF
WESLEYAN UNIVERSITY

(Revised to include all subsequent amendments.)

Section 1. The corporation heretofore constituted and organized as The Wesleyan University, and located in Middletown, shall be and remain a body corporate and politic to be known as Wesleyan University, with all the powers, rights, and privileges conferred upon The Wesleyan University by an act passed by the general assembly, May, 1831, and by all subsequent amendatory acts and resolutions; and all property of every name and kind whatsoever now held and possessed by or accruing to said corporation is hereby continued and confirmed in and to the corporation hereby constituted, to be held by it for the purposes set forth in the gift thereof, if any, and for the further uses and purposes hereinafter set forth.

Section 2. The corporation shall not have or issue shares of stock or make distributions. Said corporation shall consist of the Board of Trustees of Wesleyan University now in office and their successors. It shall be constituted for the sole and exclusive purpose of establishing, maintaining, and conducting a university or collegiate institution in the city of Middletown, of as high an order and having as many departments as the said corporation shall deem fit and proper; and in its corporate name and capacity it shall be capable in law to purchase, have, hold, receive, and enjoy, free from taxation except as provided in section 2317 of the general statutes, estate, real, personal, and mixed, of every kind and nature whatsoever, to such an amount as may be necessary for the purposes of said corporation, and the same to sell, grant, convey, alien, demise, manage, and dispose of at pleasure; to sue and be sued, plead and be impleaded, defend and be defended in any and all courts; to make, have, and use a common seal, and the same to alter, break, and renew at pleasure; to elect the president, faculty, and other instructors of the said university or collegiate institution; to ordain, establish, and execute such by-laws, ordinances, rules, and regulations as may be considered necessary, expedient, or convenient for the wise ordering and conducting of the affairs and government of said corporation, and for the proper regulation, government, discipline, and instruction of the students connected with said institution, not contrary to the laws of the United States or of this state; and generally to do and execute all and singular the acts, matters, and things, and to transact all business which to it shall appertain tending to promote the usefulness and prosperity of said institution and in the exercise of the powers herein conferred, subject to the limitations and conditions hereinafter set forth; provided, that no denominational test shall be imposed in the choice of trustees, officers, or teachers, or in the admission of students. Said corporation may, either in its corporate capacity or by one or more of its trustees, act as administrator or executor of any estate in which it may be interested as legatee, beneficiary, or creditor.

Section 3. (a) The corporation shall not have any members. All corporate powers shall be exercised by or under the authority of, and the activities, property and affairs of the corporation shall be managed by or under the direction of its Board of Trustees. The Board of Trustees shall be composed of two groups of trustees called the “ex-officio trustee” and the “elected trustees.” The corporation shall have up to one (1) ex-officio trustee who shall be the Chair of the board if not serving as an elected trustee. The ex-officio trustees shall be counted for purposes of determining the presence of a quorum of the Board of Trustees and shall have the right to vote on matters that come before the Board of Trustees. The number of elected trustees shall be fixed from time to time by the Board of Trustees at any annual meeting, but shall not exceed thirty-three (33), of whom the president of the university shall be one during his/her term in office, and a majority shall be alumni of the university. Trustees shall be elected by the Board of Trustees, provided, however, that the alumni and members of the senior class of the university shall have the right to elect such number of trustees as the board shall prescribe not exceeding, however, nine trustees. If not serving as an elected trustee, the Chair of the board shall serve ex officio as a trustee (and, accordingly, the total number of trustees shall not exceed thirty-four) and in that capacity shall have full voting powers and shall be counted for purposes of a quorum. (b) Trustees and their successors shall be elected for such terms and in such classes as shall be prescribed by the Board of Trustees. All elections of trustees shall be by ballot of the electors. Trustees elected by the Board of Trustees shall be elected by a vote of a majority of the members thereof and, except to fill vacancies, at the annual meeting of the board or an adjournment thereof. Trustees elected by the alumni and members of the senior class shall be elected in such manner as the board shall prescribe. © The Board of Trustees may fix a retirement age for trustees, after the attainment of which the term of office of any such trustee shall end at such time as provided by the by-laws. (d) Any vacancy in the office of any elected trustee shall be filled for the unexpired portion of the term by the Board of Trustees or in such manner as the board shall prescribe. (e) Trustees elected by the alumni and members of the senior class, other than any elected to fill vacancies, shall not be eligible for re-election by the alumni and seniors; but all elected trustees shall be eligible for election and reelection by the board, subject, however, to any retirement age then in effect. (f) Trustees emeriti may be elected by the Board of Trustees in accordance with such provisions as may be prescribed in the by-laws. (g) If any elected trustee shall absent himself/herself from two successive meetings of said board without rending an excuse satisfactory to it, said board may declare the office of such absent trustee to be vacant and may elect or cause to be elected a new trustee to fill such vacancy. (h) The annual meeting of the Board of Trustees shall be held in Middletown, Connecticut, at such time within ten days immediately preceding the annual Commencement, on such date as may be fixed pursuant to the by-laws as may be determined by the chair of the board. Other meetings, and any adjourned annual meeting, may be held in such other location as may be determined by the chair of the board, and all proceedings shall be as valid as though such meetings were held in Middletown. Notice of the time and place of all meetings shall be delivered to each trustee as provided for in the by-laws. At all meetings of the board a majority of the trustees then in office shall constitute a quorum for the transaction of business and at said meetings the concurring vote of at least a majority of the trustees then in office shall be necessary for the transaction of business, except that the concurring vote of at least two-thirds of said trustees then in office shall be requisite for the election of the president of the university. The Board of Trustees, by a two-thirds vote of the entire board, shall have power to remove any of its members who may be deemed to be incompetent, unfaithful or immoral, or otherwise unfit, due notice having been given to such member and also to each member of the Board of Trustees of such proposed action.

Section 4. (a) There shall be a finance committee and such other committees as the Board of Trustees may appoint which committees shall consist of such trustees and may include such trustees emeriti and other persons, for such terms of office and with such powers and duties as the board may determine. (b) The treasurer of the corporation shall, under the direction of the finance committee, submit to the Board of Trustees, at least one month before each annual meeting, a budget containing detailed estimates for salaries, income and expenditures of the University for the ensuing year. Such budget shall be acted upon by the board at the annual meeting. The board may decrease the budget but shall not, without the consent of the finance committee, increase the amount of the budget or change any allocation within the budget.

Section 5. The president, for the time being, of said university shall have power to confer degrees in course and honorary, and grant diplomas, in such form and to such persons as may be approved by the Board of Trustees, under such conditions as may be fixed by the by-laws, which diplomas shall entitle the possessors thereof, respectively, to all the immunities and privileges which, either by statute or usage, are allowed to possessors of similar diplomas from any other university, college, or seminary of learning.

Section 6. Neither the permanent funds of said corporation, nor any donations to said corporation the income of which may be used for the current expenses of said university, shall be pledged, hypothecated, or in any other manner disposed of by the trustees for the purpose of paying the current expenses of said university or for borrowing money to pay the same.

Section 7. The institution itself and its officers, faculty, and students shall enjoy the same privileges and exemptions as have already been granted to the Yale College, its officers and students; provided, however, that the private property of the officers and faculty of the institution shall not be exempt from taxation.

Section 8. The personal liability of a trustee of the corporation to the corporation for monetary damages for breach of duty as a trustee of the corporation shall be limited to the fullest extent permitted by the Connecticut Revised Nonstock Corporation Act or any other applicable laws presently or hereafter in effect. Without limiting the effect of the preceding sentence, no trustee of the corporation shall be personally liable to the corporation for monetary damages for breach of duty as a trustee of the corporation in an amount greater than the compensation received by the trustee for serving the Corporation during the year of the violation if such breach did not (i) involve a knowing and culpable violation of law by the trustee; (ii) enable the trustee, or an associate, as defined in Section 33-840 of the Connecticut General Statutes, to receive an improper personal economic gain; (iii) show a lack of good faith and a conscious disregard for the duty of the trustee to the corporation under circumstances in which the trustee was aware that his or her conduct or omission created an unjustifiable risk of serious injury to the corporation; or (iv) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director’s duty to the Corporation. No amendment to, or modification or repeal of, this Section 8 shall adversely affect any right or protection of a trustee of the corporation existing hereunder with respect to any act or omission occurring prior to such amendment, modification or repeal. Nothing contained in this Section 8 shall be construed to deny to the trustee of the corporation the benefit of Section 52-557m of the Connecticut General Statutes as in effect at the time of the violation.

Section 9. This act is hereby declared to be a public act, and shall be construed liberally for every beneficial purpose hereby intended, and no omission to use any of the privileges hereby granted shall cause a forfeiture of the same, nor shall any gift grant, conveyance, or devise to or for the benefit of the corporation be defeated or prejudiced by any misnomer, misdescription, or informality whatever, provided the intention of the parties may be shown or ascertained beyond a reasonable doubt.

Section 10. This act shall take effect when it shall have been accepted by the Board of Trustees in legal meeting assembled, and a certificate of such acceptance shall have been filed with the Secretary of the State. It shall not by reason of such acceptance or for any other reason, be subject to repeal, alteration, or amendment without the consent of the corporation hereby constituted.

Section 11. All acts and parts of acts inconsistent herewith are hereby repealed.

Section 12. This act shall take effect from its passage. Approved, June 22, 1907.

Accepted by the Board of Trustees at their annual meeting held June 24, 1907.

Certificate filed with the Secretary of the State, October 10, 1907.

Note: The five amendments of 1923, 1927, 1931, 1937 and 1943 were all accepted by the trustees at their annual meeting held May 29, 1943, and certificates of acceptance were filed with the Secretary of the State in June, 1943. The filing of certificates of acceptance for the 1923, 1927, 1931 and 1937 amendments was authorized by Special Acts, 1943, Special Acts 32, p. 22. The amendment of 1959 was accepted by the trustees at their annual meeting held on June 5, 1959 and the certificate of acceptance was filed with the Secretary of the State on June 15, 1959.

The amendment of 1969 was accepted by the trustees at their meeting held on October 11, 1969 and the certificate of acceptance was filed with the Secretary of the State on November 13, 1969.

The amendment of 1975 was accepted by the trustees at their meeting held on January 25, 1975 and the certificate of acceptance was filed with the Secretary of the State on March 21, 1975.

The amendment of 1991 was accepted by the trustees at their meeting held on September 28, 1991 and the certificate of acceptance was filed with the Secretary of the State on September 30, 1991.

The amendment of 2002 was accepted by the trustees at their meeting held on May 24, 2002 and the certificate of acceptance was filed with the Secretary of State on July 3, 2002.

The amendment of 2003 was accepted by the trustees at their meeting held on May 23, 2003 and the certificate of acceptance was filed with the Secretary of State on August 12, 2003.

The amendment of 2010 was accepted by the trustees at their meeting held on May 20, 2010 and the certificate of acceptance was filed with the Secretary of State on May 27, 2010.

The By-Laws of Wesleyan University

February 5, 1983; September 28, 1991; May 24, 1996; March 2, 2002;
May 24, 2002, May 23, 2003, May 26, 2006, May 20, 2010, March 28, 2011, and May 19, 2011.]

Chapter 1. Trustees

Sec. 1. Election

(1) There shall be not less than twenty-nine nor more than thirty-three elected members of the Board of Trustees of whom the president of the University shall be one during his/her term in office. If not serving as an elected trustee, the chair of the board shall serve ex officio as a trustee (and, accordingly, the total number of trustees shall not exceed thirty-four), and in that capacity shall have full voting powers and shall be counted for purposes of a quorum.

(2) Trustees shall normally be elected at the board’s annual meeting by a majority vote of the current members of the board then in office. Trustees shall be elected for terms of six years and such terms shall expire on June 30 of a year. Any vacancy on the Board of Trustees caused by death, resignation, retirement, removal or any other cause may be filled by a majority vote of the current members of the board then in office at any meeting of the Board of Trustees.

(3) The alumni and members of the senior class, under rules established by the Alumni Association, shall elect annually three successor trustees to those previously elected by the alumni and members of the senior class whose terms shall expire the following June 30, for terms of three years and until their respective successors are duly elected and take office. At least one of such trustees shall be a member of a class of twenty or fewer years past graduation at the time of the election and at least one of such trustees shall be a member of a class twenty-one or more years past graduation at the time of election.

(4) In the event of any vacancy in the office of alumni-elected trustee, the alumni and members of the senior class shall elect a successor for the unexpired term. Trustees elected by the alumni and seniors, other than those elected to fill vacancies, shall not be eligible for reelection by the alumni.

(5) At each annual meeting of the board, the trustees may elect one or more trustees emeriti for those who have served as members of the board, and may designate terms as they see fit. Any trustee emeritus may be appointed by the chair of the board to serve on any special committee.

(6) In these by-laws, the term "trustee," except when modified by the term "emeritus" or "emeriti," means a member of the Board of Trustees.

Sec. 2. Powers and Duties

The powers and duties of the board shall be as set forth in the charter and shall include the following:

(1) The board shall ordain and enact by-laws, ordinances, and regulations.

(2) The board shall elect the president of the University.

(3) The board may remove from office any member of the faculty and any other officer or employee of the University, all in accordance with the provisions of these by-laws.

(4) In case of death, resignation, removal, extended absence, or inability to act of the president, the board may elect an acting president to hold office for such period of time as the board may direct.

(5) The board, directly or through its duly authorized committees or agents, shall set and review the salaries and terms of employment of the president, members of the faculty, and of all other officers elected or appointed by the board, cabinet members, and other direct reports to the president of the University as determined from time to time; shall authorize and direct the allocation of all receipts of whatever nature and from whatever source; shall have power to determine and revise the courses of study after consultation with the faculty; shall direct and act in all other matters that relate to the proper government, discipline, and instruction of the students; shall manage all the affairs of the University, and execute all the powers and privileges conferred by the charter.

Sec. 3. Meetings and Voting

(1) The annual meetings of the Board of Trustees shall be held in Middletown, Connecticut, at such time within ten days preceding the annual Commencement as may be determined by the chair of the board.

(2) Other meetings of the board may be called by the chair of the board, and shall be called by him/her whenever eleven members of the board shall present a written request stating the purpose of the proposed meeting.

(3) A notice of the meeting shall be sent by mail, or by overnight mail service, or by hand, or by facsimile, or by electronic mail or by other electronic means to each trustee and trustee emeritus/a at least 48 hours before the date of each meeting of the board and shall state the time and place of said meeting. The notice of any meeting pursuant to the written request of eleven or more members of the board shall specify the object or objects for which the meeting is called, and the board shall be restricted at such meeting to the transaction of the business specified in the notice.

(4) A majority of the members of the board then in office shall constitute a quorum for the transaction of business at any meeting of the board, but a lesser number may adjourn from time to time until a quorum is obtained.

(5) The act of a majority of the trustees present at a meeting at which a quorum is present at the time of the act shall be the act of the board, except as may otherwise be required by law or by the Certificate of Incorporation or the by-laws. Each trustee must act personally; there shall be no voting by proxy, power of attorney or other delegation method.

(6) Any action required or permitted by the Connecticut Revised Nonstock Corporation Act (the “Nonstock Act”) to be taken at a board meeting may be taken without a meeting if the action is taken by all trustees. The action shall be evidenced by one (1) or more written consents describing the action taken, signed by each trustee and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last trustee signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

(7) The board may permit any or all trustees to participate in a regular or special meeting of the board by, or conduct the meeting through the use of, any means of communication, by which all trustees
participating may simultaneously hear each other during the meetings. A trustee participating in a meeting by this means is deemed to be present in person at this meeting.

(8) Trustees emeriti may attend meetings of the board and its committees and may speak on any matter pertaining to the business of the board but shall not vote.

(9) No officer or employee of the University, except the president or acting president, shall be eligible to serve as a trustee. Such officers of the University as the chair of the board may designate shall attend meetings of the board but shall not vote.

(10) The chair of the Alumni Association or his/her delegate may attend meetings of the board and its committees and may speak on any matter pertaining to the business of the board but shall not vote.

Sec. 4. Rules and Order of Business

(1) The rules of parliamentary procedure, as generally understood, shall govern the board in all cases to which they are applicable, and in which they are not inconsistent with special rules and orders of the board.

(2) The order of business for the board's meetings may include reports from the president or his/her designee[s], and other officers of the University and from committees of the board, the election or appointment of trustees, trustees emeriti, board officers, committee and subcommittee chairs and committee and subcommittee members, and other business within the power and duties of the board. A majority of the members of the board present at any meeting may determine the order of business at that meeting.

Sec. 5. Policy Governing Potential Conflicts of Interest

(1) The trustees of Wesleyan University assume that each and every trustee shall at all times act in a manner consistent with his/her responsibility for the well-being and reputation of the University, and will exercise particular care to avoid conflicts between his/her interests and those of the University.

(2) Whenever a trustee perceives a potential conflict of interest on any matter involving the University, he/she shall promptly disclose the potential conflict of interest to the rest of the Board of Trustees.

(3) Any such trustee having a duality of interest or possible conflict of interest on any matter shall not vote or use his/her personal influence on the matter, and he/she shall not be counted in determining the quorum for the meeting, even where permitted by law.

(4) The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the quorum situation.

(5) Although the trustee shall not vote nor shall he/she use his/her personal influence on the matter, said trustee shall not be prevented from briefly stating his/her position on the matter, nor from answering pertinent questions of other trustees, since his/her knowledge may be of assistance to the other board members.

Chapter II. Officers

Sec. 1. Officers of the Board

(1) Officers of the board shall consist of a chair, one or more vice chairs, and a board secretary, all of whom shall be elected from the trustees at an annual meeting and shall hold office for concurrent two-year terms commencing July 1 and until their successors have been elected and take office. The Board Governance Committee shall designate the order of seniority of the vice chairs if more than one vice chair is elected.
A trustee shall be eligible to be elected as chair of the board for a two-year term commencing July 1, and until his/her successor has been elected and takes office notwithstanding that such trustee's term as chair would extend beyond the expiration of such trustee's term as an elected trustee. Any such trustee so elected as chair shall be eligible to be elected as chair of the board for one or more additional consecutive two-year terms commencing July 1 and until his/her successor has been elected and takes office. In each such event, during any period in which such trustee is not also serving as an elected trustee, the chair of the board shall serve ex officio as a trustee, and in that capacity shall have full voting powers and shall be counted for purposes of a quorum.

(2) The treasurer of the University, by virtue of his/her office, shall serve as the treasurer of the board. The board may also authorize the election of other officers of the board and define their powers and duties.

(3) The trustees may at any time fill any vacancy occurring in any such office for the unexpired term. If the chair of the board is absent from any meeting of the board, or is at any time unable to act, the senior vice chair present shall exercise in the place and stead of the chair all powers, duties, and privileges that under these by-laws vest in the office.

Sec. 2. Officers of the University

The president and other officers of the University shall hold office in accordance with the provisions of these by-laws and their duties shall be, in general, such as ordinarily pertain to their respective offices and as specifically designated by the board through these by-laws or otherwise.

In addition to the specific powers set for in these by-laws, the president, the treasurer and/or others recommended by the president shall have the authority, pursuant to policy adopted by the board or other appropriate committee thereof, to make and execute any and all agreements and/or commitments of any kind whatsoever, subject to the limits contained in such policy.

Sec. 3. The President

(1) The board shall elect the president upon the affirmative vote of not less than two-thirds of the trustees then in office.

(2) The president shall be the chief executive officer of the University, and shall have such powers, authority, responsibilities, duties, and privileges as customarily appertain to this office and as are granted or assigned by these by-laws and by the board from time to time.

(3) The duties and authority of the president may be delegated in part by him/her to other officers of the University, but the president shall be responsible for all decisions related to or in furtherance of the responsibilities assigned to him/her.

Sec. 4. The Treasurer

(1) The board shall, upon recommendation of the president, appoint the treasurer of the University who shall hold and keep all funds belonging to the University and shall disburse the income from all sources as authorized by the board or by committees of the board empowered by the board to spend money.

(2) He/She or another recommended by the president shall have authority, with the approval of the appropriate committee of the board, and under the conditions prescribed by the board, to execute and deliver notarized certificates for investments, documents related to real estate transactions and other contracts including, without limitation, deeds, agreements of purchase and sale and leases, and to execute and deliver releases, satisfactions, and assignments of mortgages held by the University.

(3) He/She shall have authority to execute for the University instruments to effect the transfer of any securities from the University to the name of a nominee or purchaser as authorized by the Investment Committee.

(4) Following review by the president and by the Finance Committee, he/she shall submit to the Board of Trustees at the annual meeting a budget containing detailed estimates of income and expenditures of the University for the next fiscal year beginning on July 1 next.

(5) He/She shall perform such additional duties as may be delegated to him/her.

Sec. 5. The Secretary

(1) The board shall, upon recommendation of the president, appoint the secretary of the University.

(2) He/She or another recommended by the president shall have authority, with the approval of the appropriate committee of the board, and under the conditions prescribed by the board, to execute notarized certificates for investments, documents relating to real estate transactions and other contracts on behalf of the University.

(3) He/She shall perform such additional duties as may be delegated to him/her.

Sec. 6. Terms of Employment

The chair of the board, the chair of the Finance Committee and the president (except with respect to his/her own salary and terms of employment) shall set and review the salaries and terms of employment of all officers of the University, cabinet members, and other direct reports to the president of the University as determined from time to time.

Sec. 7. Custodian of Securities and Cash

One or more banks, trust companies, financial institutions or other depositaries may be appointed by the Board or the Investment Committee as a custodian and shall have custody of the securities and cash held as part of the University's endowment.

Sec. 8. Removal of Officers or Employees

(1) The board may remove from office any officer or employee of the University if, after due notice, investigation, and opportunity for a hearing, it shall appear that there is cause sufficient to justify such removal.

(2) The president may be removed by the concurring vote of not less than two-thirds of the
trustees then in office, but no such action shall be taken unless notice thereof is set forth in the call of the meeting.

(3) Except where specifically provided for elsewhere in the by-laws or the charter of the University, nothing in this Section 8 shall be interpreted to limit the legal authority of the president and officers of the University to remove employees from the employment of the University.

Chapter III. Board Committees

Sec. 1. Standing Committees

(1) The board shall establish the following standing committees:

Audit Committee
Board Governance Committee
Campus Affairs Committee
Finance Committee
Investment Committee
University Relations Committee

and such other committees as the board may determine from time to time with such duties as the board may designate. None of said committees shall take any action except pursuant to power delegated to that committee by the board or by these by-laws.

(2) Each standing committee other than the Audit Committee, the Board Governance Committee and the Investment Committee shall normally consist of:

(a) the chair of the applicable standing committee;

(b) those trustees appointed by the chair of the board in consultation with the president and the chair of the applicable standing committee;

(c) faculty members chosen by the faculty, and undergraduates chosen by the students, the total number of faculty and student representatives on all standing committees not to exceed six each, in accordance with procedures approved by the board; and

(d) such other non-trustee members as may be appointed from time to time by the chair of the board in consultation with the president and the chair of the applicable standing committee.

(3) The Audit Committee shall consist of the chair of the Audit Committee, the chair of the Finance Committee and three additional trustee members appointed by the chair of the board in consultation with the president and the chair of the Audit Committee. The Board Governance Committee shall consist of the chair of such committee and six additional trustees elected at an annual meeting by the board for one-year terms commencing on July 1 and until their successors are elected. The Investment Committee shall consist of the chair of the Investment Committee and not less than two additional trustee members and such other non-trustee members as in each case shall be appointed by the chair of the board in consultation with the president and the chair of the Investment Committee; provided, however, that the Investment Committee’s membership must always consist of greater than fifty percent trustee members. Non-trustee members appointed to the Investment Committee shall not be counted in determining the presence of a quorum.

(4) The chair of the board and the president, or their delegates, shall be ex officio members of all standing committees except the Board Governance Committee. In addition, each vice chair of the board may be designated by the chair of the board as an ex officio member of one or more standing committees except the Board Governance Committee. Ex officio members shall not vote and shall not be counted in determining the presence of a quorum.

(5) At an annual meeting, the board shall elect a trustee to be chair of each standing committee for concurrent two-year terms commencing July 1 and until their successors have been elected and take office. The other members of each standing committee shall be appointed, elected or chosen annually as provided in clauses (2) and (3) above and shall hold office for one-year terms commencing July 1 and until their successors are appointed, elected or chosen. The members of each standing committee shall elect a trustee as vice chair of such committee and the trustee so designated shall act as chair in the absence of the designated chair.

(6) A majority of the trustees on any standing committee shall constitute the necessary quorum for the performance of committee business, except as otherwise provided in these by-laws.

(7) Every standing committee member shall be entitled to vote in committee except that only trustee members of the Campus Affairs Committee, a designee of the president and the vice chair of the Advisory Committee shall deliberate personnel issues. Only trustee members of the Campus Affairs Committee shall vote on such personnel issues.

(8) All members of standing committees shall be entitled to attend board meetings (other than executive sessions) and to speak on matters before the board.

Sec. 2. Special Committees

The chair of the board shall constitute such special committees as may be necessary from time to time to advance the work of the board. Faculty, students, alumni and others with special competence may serve on such committees and shall be entitled to attend relevant board meetings (other than executive sessions) and to speak on related matters before the board.

Sec. 3. Campus Affairs Committee

(1) The Campus Affairs Committee shall have responsibility for the board's activities relating to the educational program of the University, including but not limited to matters relating to the faculty and curriculum, and for student affairs, including but not limited to matters relating to admissions and student life.

(2) (a) Every appointment to the faculty not conferring tenure, and every promotion of a member of the faculty not newly conferring tenure, shall be made by the president or his/her designee[s] and shall be reported to the Campus Affairs Committee at its next meeting and subsequently to the board at its next meeting.

(b) Every appointment to the faculty conferring tenure, and every promotion of a member of the faculty newly conferring tenure, shall be submitted by the president or his/her designee[s] to the Campus Affairs Committee and shall thereafter be submitted, with the report of the Campus Affairs Committee thereon, to the board for its approval.

(c) The concurrence of the Academic Council shall not be required for any such appointment or promotion, but when reporting or submitting each such appointment or promotion to the Campus
Affairs Committee, the president or his/her designee[s] shall at the same time submit to the Campus Affairs Committee the report of the Academic Council thereon, if any.

(3) The Campus Affairs Committee shall meet with and receive periodic reports from the president or his/her designee[s], academic departments, faculty and other individuals or groups affiliated with the University, as it deems useful and appropriate, concerning the current educational program, admissions and financial aid programs, student life, and plans for the future of the University.

(4) The Campus Affairs Committee may meet without its faculty and student representatives as and when it considers advisable.

Sec. 4. Finance Committee

(1) The Finance Committee shall be responsible for the board's activities relating to the University's capital and operating budgets and the establishment and monitoring of a long-range financial plan for the University.

(2) The Finance Committee shall receive from the treasurer between January 1 and May 1 each calendar year an integrated proposed budget setting forth the estimated income and expenditures for all of the University's operations, including capital projects, for the fiscal year commencing July 1 of that year. A final proposed budget shall be submitted to the Finance Committee and the trustees not less than five business days prior to the annual meeting. After review by the Finance Committee, the treasurer shall submit a final proposed budget to the board at the annual meeting.

(3) The Finance Committee shall be responsible for the board's activities relating to the planning, erection, maintenance, alterations, and demolition of all facilities, including buildings and physical property owned or controlled by the University and for the approval of real estate purchases and sales.

(4) The Finance Committee shall meet with and receive periodic reports from the president or his/her designees[s].

(5) The Finance Committee may meet without its faculty and student representatives as and when it considers advisable.

Sec. 5. Board Governance Committee

(1) The Board Governance Committee shall be responsible for matters relating to the internal functioning of the board and board membership which matters shall include: board governance; proposal of slates of board officers and chairs, members of the Board Governance Committee, trustees and emeriti trustees for board action; and development and implementation of programs to develop candidates for the positions of trustee, board officer and committee chair and to maintain and improve the quality of performance of the individual trustees and the entire board.

(2) (a) The Board Governance Committee shall present to the board for board action (i) at each annual meeting, a slate of trustees, trustees emeriti and members of the Board Governance Committee and (ii) at alternate annual meetings, a slate of board officers and chairs of standing committees. The Board Governance Committee may also present to the board for board action a slate of one or more trustees at any regular meeting in order to fill any mid-term vacancies. A trustee in the last year of his/her elected term shall not be eligible for election to the Board Governance Committee.

(b) In the event of a vacancy in the chairship of any standing committee, the Board Governance Committee shall present nominations to the board to fill such vacancy for the unexpired term of such chairship. In the event of a vacancy on the Board of Trustees, the committee may present nominations to the board to fill the unexpired term.

(c) The Board Governance Committee shall solicit proposals from the trustees for its nominations and shall consult with the chair of the board and the president in considering its nominations. In the case of nominations for the chairs of standing committees, the chair of the board (or, if the then holder of the office of chair of the board is not the nominee for such office at the annual meeting at which such chairs are to be elected, the person who is such nominee) shall propose, after consultation with the president, a slate of such chairs to the Board Governance Committee for its approval and presentation to the board.

Sec. 6. University Relations Committee

(1) The University Relations Committee shall have responsibility for the board's activities relating to the University's relationship and communications with its off-campus constituencies and publics, including but not limited to the board's activities relating to the University's relations with its alumni and parents of current students and alumni. The University Relations Committee also shall have responsibility for the board's activities relating to the University's development efforts including but not limited to matters relating to the University's annual and special fundraising efforts, including The Wesleyan Fund, capital campaigns, major gifts and planned giving, and corporate and foundation relations.

(2) The University Relations Committee may meet without its faculty and student representatives as and when it considers advisable.

(3) The University Relations Committee shall meet with and receive periodic reports from the president or his/her designee[s].

Sec. 7. Audit Committee

(1) The Audit Committee shall be responsible for oversight of the University's internal control and auditing functions, and for advising the board on the University’s risk profile, and on the adequacy and effectiveness of the University’s risk management policies, accounting procedures, systems, and controls.

(2) The Audit Committee shall meet no less than once per year. Members of the Audit Committee shall be and remain “independent” as that term is defined by applicable Internal Revenue Service definition.

(3) The Audit Committee shall be responsible for reviewing the audited annual financial statements of the University, any management letters prepared by the independent auditors and the audit hours and fees. The Audit Committee shall meet with the University's independent auditors no less than once per year to discuss such financial statements and management letters.

(4) The Audit Committee shall evaluate the independent auditors of the University and, where appropriate, recommend the engagement or replacement of such auditors. The Audit Committee shall ensure that the independent auditors provide it with periodic written reports regarding the independence of such auditors. The Audit Committee is responsible for reviewing with the independent auditor any disclosed information that may impact the objectivity and independence of such auditors, and for recommending that the board take appropriate action in response to the auditors' report to satisfy itself of the auditors' independence.

Sec. 8. Investment Committee

(1) The Investment Committee shall make recommendations to the Board for appropriate adjustments to the University’s Investment Policy Statement.

(2) The Investment Committee shall develop and implement specific investment policies and strategies as needed, including those related to asset allocation so long as the same are consistent with the University’s Investment Policy Statement.

(3) The Investment Committee shall hire and fire investment managers.

(4) The Investment Committee shall oversee the work of the University investment staff.

(5) The Investment Committee shall provide to the Board, at least annually, a detailed summary of the endowment’s asset allocation and performance.

(6) The Investment Committee shall articulate the Committee’s investment practices, parameters and strategies through an Investment Guideline Statement and provide such document to the Board on an annual basis.

Chapter IV. The Faculty 

Sec. 1.

The faculty shall consist of the professors, associate professors, assistant professors, lecturers, instructors, and the president of the University, together with such others as may be constituted members thereof by vote of the board.

Sec. 2.

The president, full professors, associate professors with tenure, three untenured faculty members elected by the faculty, and such other members of the faculty and officers of the University as may be elected thereto by vote of the board shall constitute the Academic Council.

Sec. 3.

The faculty, with the concurrence of the president, shall have power to determine, subject to approval of the board, the courses of study; the arrangements of the recitations, lectures, and other exercises; the times and modes of examination; and the general method of instruction.

Sec. 4.

No tenured member of the faculty may be removed from office unless after due notice, investigation, and opportunity for a hearing it shall appear that there is cause sufficient to justify such removal. Any such removal shall require the concurring vote of not less than two-thirds of the trustees then in office, but no such action shall be taken unless notice thereof is set forth in the call of the meeting.

Chapter V. Degrees

Sec. 1.

The president shall have power to confer degrees in course or award diplomas or certificates to such persons as shall be recommended by the faculty and approved by the board on the recommendation of the Campus Affairs Committee.

Sec. 2.

The degree of bachelor of arts may be conferred on students recommended by the faculty as having completed the quota of studies required for the degree, and as having complied with all other prescribed conditions, in accordance with such regulations as may, from time to time, be adopted by the faculty with the approval of the board on the recommendation of the Campus Affairs Committee.

Sec. 3.

A post-baccalaureate degree may be conferred on any student recommended by the faculty as having completed courses of study prescribed for that degree, and as having complied with all other prescribed conditions, in accordance with such regulations as may, from time to time, be adopted by the faculty with the approval of the board on the recommendation of the Campus Affairs Committee.

Sec. 4.

The president shall have the power to confer honorary degrees on such persons as shall be approved by the board on the recommendation of the Campus Affairs Committee.

Chapter VI. Indemnification

The University shall indemnify to the full extent authorized or permitted by the Connecticut Revised Nonstock Corporation Act any person who is or was a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the name of the University), by reason of the fact that he or she is or was a trustee, officer, employee and/or authorized agent of the University provided that such person acted in good faith. This indemnification is not exclusive of any other rights to which such person may be entitled under any agreement, vote of the disinterested trustees or otherwise.

Chapter VII. Amendment of the By-Laws

These by-laws may be amended at any meeting by the affirmative vote of not less than two-thirds of the trustees then in office, provided notice of such proposed amendment giving the language of the by-laws as it will be amended, shall have been given to each trustee at least ten days before action is taken.

Chapter VIII. Use of Electronic Communication

Unless otherwise prohibited by the Nonstock Act or applicable law, any notice delivered under these by-laws may be transmitted via electronic mail or other electronic means.

Chapter IX. Non-Discrimination

In connection with its employment and admission practices, the University shall be in conformity with all applicable federal and state statutes and regulations, and shall not discriminate on the basis of race, color, religion, national or ethnic origin, age, disability, veteran status, sex, marital status, sexual orientation, gender identity or gender expression.

[As amended October 11, 1969; April 11, 1970; October 19, 1974;
February 5, 1983; September 28, 1991; May 24, 1996; March 2, 2002;
May 24, 2002, May 23, 2003, May 26, 2006, May 20, 2010, March 28, 2011, and May 19, 2011.]
Chapter 1. Trustees
Sec. 1. Election
(1) There shall be not less than twenty-nine nor more than thirty-three elected members of the Board of Trustees of whom the president of the University shall be one during his/her term in office. If not serving as an elected trustee, the chair of the board shall serve ex officio as a trustee (and, accordingly, the total number of trustees shall not exceed thirty-four), and in that capacity shall have full voting powers and shall be counted for purposes of a quorum.
(2) Trustees shall normally be elected at the board’s annual meeting by a majority vote of the current members of the board then in office. Trustees shall be elected for terms of six years and such terms shall expire on June 30 of a year. Any vacancy on the Board of Trustees caused by death, resignation, retirement, removal or any other cause may be filled by a majority vote of the current members of the board then in office at any meeting of the Board of Trustees.
(3) The alumni and members of the senior class, under rules established by the Alumni Association, shall elect annually three successor trustees to those previously elected by the alumni and members of the senior class whose terms shall expire the following June 30, for terms of three years and until their respective successors are duly elected and take office. At least one of such trustees shall be a member of a class of twenty or fewer years past graduation at the time of the election and at least one of such trustees shall be a member of a class twenty-one or more years past graduation at the time of election.
(4) In the event of any vacancy in the office of alumni-elected trustee, the alumni and members of the senior class shall elect a successor for the unexpired term. Trustees elected by the alumni and seniors, other than those elected to fill vacancies, shall not be eligible for reelection by the alumni.
(5) At each annual meeting of the board, the trustees may elect one or more trustees emeriti for those who have served as members of the board, and may designate terms as they see fit. Any trustee emeritus may be appointed by the chair of the board to serve on any special committee.
(6) In these by-laws, the term "trustee," except when modified by the term "emeritus" or "emeriti," means a member of the Board of Trustees.
Sec. 2. Powers and Duties
The powers and duties of the board shall be as set forth in the charter and shall include the following:
(1) The board shall ordain and enact by-laws, ordinances, and regulations.
(2) The board shall elect the president of the University.
(3) The board may remove from office any member of the faculty and any other officer or employee of the University, all in accordance with the provisions of these by-laws.
(4) In case of death, resignation, removal, extended absence, or inability to act of the president, the board may elect an acting president to hold office for such period of time as the board may direct.
(5) The board, directly or through its duly authorized committees or agents, shall set and review the salaries and terms of employment of the president, members of the faculty, and of all other officers elected or appointed by the board, cabinet members, and other direct reports to the president of the University as determined from time to time; shall authorize and direct the allocation of all receipts of whatever nature and from whatever source; shall have power to determine and revise the courses of study after consultation with the faculty; shall direct and act in all other matters that relate to the proper government, discipline, and instruction of the students; shall manage all the affairs of the University, and execute all the powers and privileges conferred by the charter.
Sec. 3. Meetings and Voting
(1) The annual meetings of the Board of Trustees shall be held in Middletown, Connecticut, at such time within ten days preceding the annual Commencement as may be determined by the chair of the board.
(2) Other meetings of the board may be called by the chair of the board, and shall be called by him/her whenever eleven members of the board shall present a written request stating the purpose of the proposed meeting.
(3) A notice of the meeting shall be sent by mail, or by overnight mail service, or by hand, or by facsimile, or by electronic mail or by other electronic means to each trustee and trustee emeritus/a at least 48 hours before the date of each meeting of the board and shall state the time and place of said meeting. The notice of any meeting pursuant to the written request of eleven or more members of the board shall specify the object or objects for which the meeting is called, and the board shall be restricted at such meeting to the transaction of the business specified in the notice.
(4) A majority of the members of the board then in office shall constitute a quorum for the transaction of business at any meeting of the board, but a lesser number may adjourn from time to time until a quorum is obtained.
(5) The act of a majority of the trustees present at a meeting at which a quorum is present at the time of the act shall be the act of the board, except as may otherwise be required by law or by the Certificate of Incorporation or the by-laws. Each trustee must act personally; there shall be no voting by proxy, power of attorney or other delegation method.
(6) Any action required or permitted by the Connecticut Revised Nonstock Corporation Act (the “Nonstock Act”) to be taken at a board meeting may be taken without a meeting if the action is taken by all trustees. The action shall be evidenced by one (1) or more written consents describing the action taken, signed by each trustee and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last trustee signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
(7) The board may permit any or all trustees to participate in a regular or special meeting of the board by, or conduct the meeting through the use of, any means of communication, by which all trustees
participating may simultaneously hear each other during the meetings. A trustee participating in a meeting by this means is deemed to be present in person at this meeting.
(8) Trustees emeriti may attend meetings of the board and its committees and may speak on any matter pertaining to the business of the board but shall not vote.
(9) No officer or employee of the University, except the president or acting president, shall be eligible to serve as a trustee. Such officers of the University as the chair of the board may designate shall attend meetings of the board but shall not vote.
(10) The chair of the Alumni Association or his/her delegate may attend meetings of the board and its committees and may speak on any matter pertaining to the business of the board but shall not vote.
Sec. 4. Rules and Order of Business
(1) The rules of parliamentary procedure, as generally understood, shall govern the board in all cases to which they are applicable, and in which they are not inconsistent with special rules and orders of the board.
(2) The order of business for the board's meetings may include reports from the president or his/her designee[s], and other officers of the University and from committees of the board, the election or appointment of trustees, trustees emeriti, board officers, committee and subcommittee chairs and committee and subcommittee members, and other business within the power and duties of the board. A majority of the members of the board present at any meeting may determine the order of business at that meeting.
Sec. 5. Policy Governing Potential Conflicts of Interest
(1) The trustees of Wesleyan University assume that each and every trustee shall at all times act in a manner consistent with his/her responsibility for the well-being and reputation of the University, and will exercise particular care to avoid conflicts between his/her interests and those of the University.
(2) Whenever a trustee perceives a potential conflict of interest on any matter involving the University, he/she shall promptly disclose the potential conflict of interest to the rest of the Board of Trustees.
(3) Any such trustee having a duality of interest or possible conflict of interest on any matter shall not vote or use his/her personal influence on the matter, and he/she shall not be counted in determining the quorum for the meeting, even where permitted by law.
(4) The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the quorum situation.
(5) Although the trustee shall not vote nor shall he/she use his/her personal influence on the matter, said trustee shall not be prevented from briefly stating his/her position on the matter, nor from answering pertinent questions of other trustees, since his/her knowledge may be of assistance to the other board members.
Chapter II. Officers
Sec. 1. Officers of the Board
(1) Officers of the board shall consist of a chair, one or more vice chairs, and a board secretary, all of whom shall be elected from the trustees at an annual meeting and shall hold office for concurrent two-year terms commencing July 1 and until their successors have been elected and take office. The Board Governance Committee shall designate the order of seniority of the vice chairs if more than one vice chair is elected.
A trustee shall be eligible to be elected as chair of the board for a two-year term commencing July 1, and until his/her successor has been elected and takes office notwithstanding that such trustee's term as chair would extend beyond the expiration of such trustee's term as an elected trustee. Any such trustee so elected as chair shall be eligible to be elected as chair of the board for one or more additional consecutive two-year terms commencing July 1 and until his/her successor has been elected and takes office. In each such event, during any period in which such trustee is not also serving as an elected trustee, the chair of the board shall serve ex officio as a trustee, and in that capacity shall have full voting powers and shall be counted for purposes of a quorum.
(2) The treasurer of the University, by virtue of his/her office, shall serve as the treasurer of the board. The board may also authorize the election of other officers of the board and define their powers and duties.
(3) The trustees may at any time fill any vacancy occurring in any such office for the unexpired term. If the chair of the board is absent from any meeting of the board, or is at any time unable to act, the senior vice chair present shall exercise in the place and stead of the chair all powers, duties, and privileges that under these by-laws vest in the office.
Sec. 2. Officers of the University
The president and other officers of the University shall hold office in accordance with the provisions of these by-laws and their duties shall be, in general, such as ordinarily pertain to their respective offices and as specifically designated by the board through these by-laws or otherwise.
In addition to the specific powers set for in these by-laws, the president, the treasurer and/or others recommended by the president shall have the authority, pursuant to policy adopted by the board or other appropriate committee thereof, to make and execute any and all agreements and/or commitments of any kind whatsoever, subject to the limits contained in such policy.
Sec. 3. The President
(1) The board shall elect the president upon the affirmative vote of not less than two-thirds of the trustees then in office.
(2) The president shall be the chief executive officer of the University, and shall have such powers, authority, responsibilities, duties, and privileges as customarily appertain to this office and as are granted or assigned by these by-laws and by the board from time to time.
(3) The duties and authority of the president may be delegated in part by him/her to other officers of the University, but the president shall be responsible for all decisions related to or in furtherance of the responsibilities assigned to him/her.
Sec. 4. The Treasurer
(1) The board shall, upon recommendation of the president, appoint the treasurer of the University who shall hold and keep all funds belonging to the University and shall disburse the income from all sources as authorized by the board or by committees of the board empowered by the board to spend money.
(2) He/She or another recommended by the president shall have authority, with the approval of the appropriate committee of the board, and under the conditions prescribed by the board, to execute and deliver notarized certificates for investments, documents related to real estate transactions and other contracts including, without limitation, deeds, agreements of purchase and sale and leases, and to execute and deliver releases, satisfactions, and assignments of mortgages held by the University.
(3) He/She shall have authority to execute for the University instruments to effect the transfer of any securities from the University to the name of a nominee or purchaser as authorized by the Investment Committee.
(4) Following review by the president and by the Finance Committee, he/she shall submit to the Board of Trustees at the annual meeting a budget containing detailed estimates of income and expenditures of the University for the next fiscal year beginning on July 1 next.
(5) He/She shall perform such additional duties as may be delegated to him/her.
Sec. 5. The Secretary
(1) The board shall, upon recommendation of the president, appoint the secretary of the University.
(2) He/She or another recommended by the president shall have authority, with the approval of the appropriate committee of the board, and under the conditions prescribed by the board, to execute notarized certificates for investments, documents relating to real estate transactions and other contracts on behalf of the University.
(3) He/She shall perform such additional duties as may be delegated to him/her.
Sec. 6. Terms of Employment
The chair of the board, the chair of the Finance Committee and the president (except with respect to his/her own salary and terms of employment) shall set and review the salaries and terms of employment of all officers of the University, cabinet members, and other direct reports to the president of the University as determined from time to time.
Sec. 7. Custodian of Securities and Cash
One or more banks, trust companies, financial institutions or other depositaries may be appointed by the Board or the Investment Committee as a custodian and shall have custody of the securities and cash held as part of the University's endowment.
Sec. 8. Removal of Officers or Employees
(1) The board may remove from office any officer or employee of the University if, after due notice, investigation, and opportunity for a hearing, it shall appear that there is cause sufficient to justify such removal.
(2) The president may be removed by the concurring vote of not less than two-thirds of the
trustees then in office, but no such action shall be taken unless notice thereof is set forth in the call of the meeting.
(3) Except where specifically provided for elsewhere in the by-laws or the charter of the University, nothing in this Section 8 shall be interpreted to limit the legal authority of the president and officers of the University to remove employees from the employment of the University.
Chapter III. Board Committees
Sec. 1. Standing Committees
(1) The board shall establish the following standing committees:
Audit Committee
Board Governance Committee
Campus Affairs Committee
Finance Committee
Investment Committee
University Relations Committee
and such other committees as the board may determine from time to time with such duties as the board may designate. None of said committees shall take any action except pursuant to power delegated to that committee by the board or by these by-laws.
(2) Each standing committee other than the Audit Committee, the Board Governance Committee and the Investment Committee shall normally consist of:
(a) the chair of the applicable standing committee;
(b) those trustees appointed by the chair of the board in consultation with the president and the chair of the applicable standing committee;
(c) faculty members chosen by the faculty, and undergraduates chosen by the students, the total number of faculty and student representatives on all standing committees not to exceed six each, in accordance with procedures approved by the board; and
(d) such other non-trustee members as may be appointed from time to time by the chair of the board in consultation with the president and the chair of the applicable standing committee.
(3) The Audit Committee shall consist of the chair of the Audit Committee, the chair of the Finance Committee and three additional trustee members appointed by the chair of the board in consultation with the president and the chair of the Audit Committee. The Board Governance Committee shall consist of the chair of such committee and six additional trustees elected at an annual meeting by the board for one-year terms commencing on July 1 and until their successors are elected. The Investment Committee shall consist of the chair of the Investment Committee and not less than two additional trustee members and such other non-trustee members as in each case shall be appointed by the chair of the board in consultation with the president and the chair of the Investment Committee; provided, however, that the Investment Committee’s membership must always consist of greater than fifty percent trustee members. Non-trustee members appointed to the Investment Committee shall not be counted in determining the presence of a quorum.
(4) The chair of the board and the president, or their delegates, shall be ex officio members of all standing committees except the Board Governance Committee. In addition, each vice chair of the board may be designated by the chair of the board as an ex officio member of one or more standing committees except the Board Governance Committee. Ex officio members shall not vote and shall not be counted in determining the presence of a quorum.
(5) At an annual meeting, the board shall elect a trustee to be chair of each standing committee for concurrent two-year terms commencing July 1 and until their successors have been elected and take office. The other members of each standing committee shall be appointed, elected or chosen annually as provided in clauses (2) and (3) above and shall hold office for one-year terms commencing July 1 and until their successors are appointed, elected or chosen. The members of each standing committee shall elect a trustee as vice chair of such committee and the trustee so designated shall act as chair in the absence of the designated chair.
(6) A majority of the trustees on any standing committee shall constitute the necessary quorum for the performance of committee business, except as otherwise provided in these by-laws.
(7) Every standing committee member shall be entitled to vote in committee except that only trustee members of the Campus Affairs Committee, a designee of the president and the vice chair of the Advisory Committee shall deliberate personnel issues. Only trustee members of the Campus Affairs Committee shall vote on such personnel issues.
(8) All members of standing committees shall be entitled to attend board meetings (other than executive sessions) and to speak on matters before the board.
Sec. 2. Special Committees
The chair of the board shall constitute such special committees as may be necessary from time to time to advance the work of the board. Faculty, students, alumni and others with special competence may serve on such committees and shall be entitled to attend relevant board meetings (other than executive sessions) and to speak on related matters before the board.
Sec. 3. Campus Affairs Committee
(1) The Campus Affairs Committee shall have responsibility for the board's activities relating to the educational program of the University, including but not limited to matters relating to the faculty and curriculum, and for student affairs, including but not limited to matters relating to admissions and student life.
(2) (a) Every appointment to the faculty not conferring tenure, and every promotion of a member of the faculty not newly conferring tenure, shall be made by the president or his/her designee[s] and shall be reported to the Campus Affairs Committee at its next meeting and subsequently to the board at its next meeting.
(b) Every appointment to the faculty conferring tenure, and every promotion of a member of the faculty newly conferring tenure, shall be submitted by the president or his/her designee[s] to the Campus Affairs Committee and shall thereafter be submitted, with the report of the Campus Affairs Committee thereon, to the board for its approval.
(c) The concurrence of the Academic Council shall not be required for any such appointment or promotion, but when reporting or submitting each such appointment or promotion to the Campus
Affairs Committee, the president or his/her designee[s] shall at the same time submit to the Campus Affairs Committee the report of the Academic Council thereon, if any.
(3) The Campus Affairs Committee shall meet with and receive periodic reports from the president or his/her designee[s], academic departments, faculty and other individuals or groups affiliated with the University, as it deems useful and appropriate, concerning the current educational program, admissions and financial aid programs, student life, and plans for the future of the University.
(4) The Campus Affairs Committee may meet without its faculty and student representatives as and when it considers advisable.
Sec. 4. Finance Committee
(1) The Finance Committee shall be responsible for the board's activities relating to the University's capital and operating budgets and the establishment and monitoring of a long-range financial plan for the University.
(2) The Finance Committee shall receive from the treasurer between January 1 and May 1 each calendar year an integrated proposed budget setting forth the estimated income and expenditures for all of the University's operations, including capital projects, for the fiscal year commencing July 1 of that year. A final proposed budget shall be submitted to the Finance Committee and the trustees not less than five business days prior to the annual meeting. After review by the Finance Committee, the treasurer shall submit a final proposed budget to the board at the annual meeting.
(3) The Finance Committee shall be responsible for the board's activities relating to the planning, erection, maintenance, alterations, and demolition of all facilities, including buildings and physical property owned or controlled by the University and for the approval of real estate purchases and sales.
(4) The Finance Committee shall meet with and receive periodic reports from the president or his/her designees[s].
(5) The Finance Committee may meet without its faculty and student representatives as and when it considers advisable.
Sec. 5. Board Governance Committee
(1) The Board Governance Committee shall be responsible for matters relating to the internal functioning of the board and board membership which matters shall include: board governance; proposal of slates of board officers and chairs, members of the Board Governance Committee, trustees and emeriti trustees for board action; and development and implementation of programs to develop candidates for the positions of trustee, board officer and committee chair and to maintain and improve the quality of performance of the individual trustees and the entire board.
(2) (a) The Board Governance Committee shall present to the board for board action (i) at each annual meeting, a slate of trustees, trustees emeriti and members of the Board Governance Committee and (ii) at alternate annual meetings, a slate of board officers and chairs of standing committees. The Board Governance Committee may also present to the board for board action a slate of one or more trustees at any regular meeting in order to fill any mid-term vacancies. A trustee in the last year of his/her elected term shall not be eligible for election to the Board Governance Committee.
(b) In the event of a vacancy in the chairship of any standing committee, the Board Governance Committee shall present nominations to the board to fill such vacancy for the unexpired term of such chairship. In the event of a vacancy on the Board of Trustees, the committee may present nominations to the board to fill the unexpired term.
(c) The Board Governance Committee shall solicit proposals from the trustees for its nominations and shall consult with the chair of the board and the president in considering its nominations. In the case of nominations for the chairs of standing committees, the chair of the board (or, if the then holder of the office of chair of the board is not the nominee for such office at the annual meeting at which such chairs are to be elected, the person who is such nominee) shall propose, after consultation with the president, a slate of such chairs to the Board Governance Committee for its approval and
presentation to the board.
Sec. 6. University Relations Committee
(1) The University Relations Committee shall have responsibility for the board's activities relating to the University's relationship and communications with its off-campus constituencies and publics, including but not limited to the board's activities relating to the University's relations with its alumni and parents of current students and alumni. The University Relations Committee also shall have responsibility for the board's activities relating to the University's development efforts including but not limited to matters relating to the University's annual and special fundraising efforts, including The Wesleyan Fund, capital campaigns, major gifts and planned giving, and corporate and foundation relations.
(2) The University Relations Committee may meet without its faculty and student representatives as and when it considers advisable.
(3) The University Relations Committee shall meet with and receive periodic reports from the president or his/her designee[s].
Sec. 7. Audit Committee
(1)
The Audit Committee shall be responsible for oversight of the University's internal control and auditing functions, and for advising the board on the University’s risk profile, and on the adequacy and effectiveness of the University’s risk management policies, accounting procedures, systems, and controls.
(2)
The Audit Committee shall meet no less than once per year. Members of the Audit Committee shall be and remain “independent” as that term is defined by applicable Internal Revenue Service definition.
(3)
The Audit Committee shall be responsible for reviewing the audited annual financial statements of the University, any management letters prepared by the independent auditors and the audit hours and fees. The Audit Committee shall meet with the University's independent auditors no less than once per year to discuss such financial statements and management letters.
(4)
The Audit Committee shall evaluate the independent auditors of the University and, where appropriate, recommend the engagement or replacement of such auditors. The Audit Committee shall ensure that the independent auditors provide it with periodic written reports regarding the independence of such auditors. The Audit Committee is responsible for reviewing with the independent auditor any disclosed information that may impact the objectivity and independence of
such auditors, and for recommending that the board take appropriate action in response to the auditors' report to satisfy itself of the auditors' independence.
Sec. 8. Investment Committee
(1) The Investment Committee shall make recommendations to the Board for appropriate adjustments to the University’s Investment Policy Statement.
(2) The Investment Committee shall develop and implement specific investment policies and strategies as needed, including those related to asset allocation so long as the same are consistent with the University’s Investment Policy Statement.
(3) The Investment Committee shall hire and fire investment managers.
(4) The Investment Committee shall oversee the work of the University investment staff.
(5) The Investment Committee shall provide to the Board, at least annually, a detailed summary of the endowment’s asset allocation and performance.
(6) The Investment Committee shall articulate the Committee’s investment practices, parameters and strategies through an Investment Guideline Statement and provide such document to the Board on an annual basis.
Chapter IV. The Faculty
Sec. 1.
The faculty shall consist of the professors, associate professors, assistant professors, lecturers, instructors, and the president of the University, together with such others as may be constituted members thereof by vote of the board.
Sec. 2.
The president, full professors, associate professors with tenure, three untenured faculty members elected by the faculty, and such other members of the faculty and officers of the University as may be elected thereto by vote of the board shall constitute the Academic Council.
Sec. 3.
The faculty, with the concurrence of the president, shall have power to determine, subject to approval of the board, the courses of study; the arrangements of the recitations, lectures, and other exercises; the times and modes of examination; and the general method of instruction.
Sec. 4.
No tenured member of the faculty may be removed from office unless after due notice, investigation, and opportunity for a hearing it shall appear that there is cause sufficient to justify such removal. Any such removal shall require the concurring vote of not less than two-thirds of the trustees then in office, but no such action shall be taken unless notice thereof is set forth in the call of the meeting.
Chapter V. Degrees
Sec. 1.
The president shall have power to confer degrees in course or award diplomas or certificates to such persons as shall be recommended by the faculty and approved by the board on the recommendation of the Campus Affairs Committee.
Sec. 2.
The degree of bachelor of arts may be conferred on students recommended by the faculty as having completed the quota of studies required for the degree, and as having complied with all other prescribed conditions, in accordance with such regulations as may, from time to time, be adopted by the faculty with the approval of the board on the recommendation of the Campus Affairs Committee.
Sec. 3.
A post-baccalaureate degree may be conferred on any student recommended by the faculty as having completed courses of study prescribed for that degree, and as having complied with all other prescribed conditions, in accordance with such regulations as may, from time to time, be adopted by the faculty with the approval of the board on the recommendation of the Campus Affairs Committee.
Sec. 4.
The president shall have the power to confer honorary degrees on such persons as shall be approved by the board on the recommendation of the Campus Affairs Committee.
Chapter VI. Indemnification
The University shall indemnify to the full extent authorized or permitted by the Connecticut Revised Nonstock Corporation Act any person who is or was a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the name of the University), by reason of the fact that he or she is or was a trustee, officer, employee and/or authorized agent of the University provided that such person acted in good faith. This indemnification is not exclusive of any other rights to which such person may be entitled under any agreement, vote of the disinterested trustees or otherwise.
Chapter VII. Amendment of the By-Laws
These by-laws may be amended at any meeting by the affirmative vote of not less than two-thirds of the trustees then in office, provided notice of such proposed amendment giving the language of the by-laws as it will be amended, shall have been given to each trustee at least ten days before action is taken.
Chapter VIII. Use of Electronic Communication
Unless otherwise prohibited by the Nonstock Act or applicable law, any notice delivered under these by-laws may be transmitted via electronic mail or other electronic means.
Chapter IX. Non-Discrimination
In connection with its employment and admission practices, the University shall be in conformity with all applicable federal and state statutes and regulations, and shall not discriminate on the basis of race, color, religion, national or ethnic origin, age, disability, veteran status, sex, marital status, sexual orientation, gender identity or gender expression.