The By-Laws of Wesleyan University, Faculty Handbook, Academic Affairs

2.2 The By-Laws of Wesleyan University

[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, and May 20, 2010; March 28, 2011; May 19, 2011; and March 1, 2019.]

Chapter I. Trustees

Sec. 1. Election

(1) There shall be not less than twenty-nine nor more than thirty-six 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-seven), 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 ofthe 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 Council, 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 ofsuch 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, andmay 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 forsuch 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 propergovernment, 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 mailservice, or by hand, or by facsimile, or by electronic mail or by other electronic means to each trustee 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 themeeting 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 by invitation of the chair of the board 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 theUniversity 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 by invitation of the chair of the board and may speak on anymatter 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 ofinterest 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 asspecifically 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 bylaws 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 instrumentsto 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.

(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) shallset and review the salaries and terms of employment of all officers of the University, cabinet members, and other direct reports to the president ofthe 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 bylaws.

(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, the chair of the Investment committee, the Governance Committee and the chief investment officer; provided, however, that the Investment Committee’s membership must always consist of greater than fifty percent trustee members. Nontrustee members appointed to the Investment Committee shall not be counted in determining the presence of a quorum. The chair of the Finance Committee shall serve on the Investment Committee in an ex officio capacity.

(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-yearterms 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 (otherthan 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 forstudent affairs.

(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, asit deems useful and appropriate, concerning the current educational program, 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 reportsfrom 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 mattersrelating 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 trustees emeriti for board action; and development and implementation of programsto 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 nominationsto 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 issuch 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 offcampus constituencies and publics, including its alumni and parents of current students and alumni, and prospective students and their families. The University Relations Committee also shall have responsibility for the board's activities relating to the University's development efforts including the University's annual and special fundraising efforts.

(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 ofthe 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 lessthan 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 orreplacement 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 removalshall 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.

A baccalaureate degree 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 goodfaith. 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 istaken.

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 andregulations, and shall not discriminate on the basis of race, color,religion, national or ethnic origin, age, disability, veteran status, sex, maritalstatus, sexual orientation, gender identity or gender expression.