(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 appointment
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.
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 Portfolio Subcommittee of the finance
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 of Officers
The salaries and terms and conditions of employment of the president shall be
set and reviewed from time to time on behalf of the board by the chair of the
board in consultation with the chair of the Finance Committee and such other
officers of the board as the chair shall determine. The chair of the board, the
chair of the Finance Committee, and president shall set and review the
salaries and terms and conditions of employment of all other officers of the
University.
Sec. 7. Custodian of
Securities
One or more trust companies or banks recommended by the Portfolio Subcommittee
of the Finance Committee shall be appointed by the board as custodians and shall
have custody of the securities and endowment cash of the University on such
terms and conditions as shall from time to time be specified in writing by or on
behalf of the board.
Sec. 8. Removal of
Officers
(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.
Sec. 1. Standing
Committees
(1) The board shall establish the following standing committees:
Audit Committee
Board Governance Committee
Campus Affairs Committee
Finance Committee and Portfolio Subcommittee
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 Portfolio Subcommittee 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. 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 four
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 Portfolio
Subcommittee of the Finance Committee shall consist of the chair of the
Portfolio Subcommittee 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 chairs of the Finance Committee
and the Portfolio Subcommittee. The Portfolio Subcommittee may, subject to board
approval, designate one or more advisers to sit with the subcommittee but not
vote.
(3) 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 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.
(4) 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
clause (2) above and shall hold office for one-year term
commencing July 1 and until their successors are appointed 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.
(5) 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.
(6) 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.
(7) 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
residential 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 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 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
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 and, as it deems useful, also from
academic departments and faculty groups concerning the current educational
program and plans for the future, as well as from the office
of the dean of the college and the dean of admission and financial aid.
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 each calendar year an
integrated a
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. Such 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, alternations, 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) (a) The Finance Committee shall be responsible for the investment policies
of the University and, through the agency of its Portfolio Subcommittee, for the
management of the University's portfolios.
(b) The Portfolio Subcommittee, subject to policies recommended by the Finance
Committee and established by the board, shall have responsibility for the
management of the University's portfolios.
(c) For the purpose of such management, the subcommittee shall have full and
complete authority, either directly or through its authorized agents, to
purchase and take and to transfer and sell for the account of the University,
every kind of property, real, personal, or mixed, and to execute or cause to be
executed such instruments or conveyances as the subcommittee may deem necessary
or appropriate in carrying out these functions.
(d) Instruction from the chair of the Portfolio
Subcommittee, or, in his/her
absence, the chair of the board, or, in their absence, any two trustee members
of the Finance Committee, shall be sufficient authorization in respect to the
execution of any purchases, sales, or transfer of securities of the University.
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. 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 in
the Board of Trustees, the committee may present nominations to the board to
fill the unexpired term.
(c) The 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
Annual Fund, capital campaigns, major gifts and planned giving, and corporate
and foundation relations.
(2) From time to time, 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.
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 adequacy and
effectiveness of the University's accounting procedures, systems and controls.
(2) The Audit
Committee shall meet no less than once per year.
(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 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.
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 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.
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 representative of the University
or is or was serving at the request of the University as a representative of
another corporation, partnership, joint venture, trust or other enterprise,
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.
