1.2 Amended and Restated By-Laws of Scripps College

A NONPROFIT CORPORATION ORGANIZED AS A NONPROFIT PUBLIC BENEFIT CORPORATION UNDER THE CALIFORNIA NONPROFIT CORPORATION LAW

Article I. Office

Section 1. Principle Office.

The principal office for the transaction of the business of Scripps College (the “Corporation” or the “College”) is hereby fixed and located at Scripps College, in the City of Claremont, County of Los Angeles, State of California.  The Board of Trustees is hereby granted full power and authority to change the principal office from such location to another within Los Angeles County. 

Section 2. Other Offices.

The Board of Trustees may at any time establish offices of the Corporation at such other places where the Corporation is qualified to do business.

Article II. Members

Section 1. Members.

The Corporation shall have no “Members” within the meaning of Section 5056 of the California Nonprofit Public Benefit Corporation Law (“Nonprofit Public Benefit Law”).  Any action which would otherwise require approval by a majority of all Members or approval by the Members shall require only approval of the Board of Trustees.  All rights which would otherwise vest in the Members shall vest in the Trustees of the Corporation.

Article III. Board of Trustees

Section 1. Powers.

Subject to these Bylaws and any limitations in the Articles of Incorporation or applicable law, the activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Trustees. In particular, but not by way of limitation, the Board of Trustees shall have power to enter into cooperative relationships with other educational institutions and to promote such affiliations as may further their common interests.

The Board of Trustees may delegate the management of the activities of the Corporation to any person or persons, management company, or committees however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Trustees.

Section 2. Number of Trustees

The Board of Trustees of the Corporation shall be composed of three classes of Trustees, namely, Regular Trustees, Alumnae Trustees and Recent Graduate Trustees.  The authorized number of Trustees shall be no fewer than twenty-six (26) and no more than thirty-six (36) Regular Trustees, excluding all ex officio members of the Board of Trustees, two (2) Alumnae Trustees, and three (3) Recent Graduate Trustees.  The Board of Trustees shall, from time to time, fix by resolution the exact number of authorized Regular Trustees, subject to the limits specified in the preceding sentence.  Any increase or decrease in the exact number of authorized Regular Trustees shall be effected by a majority vote of Trustees present and voting at any duly called and held meeting of the Board of Trustees, provided that a quorum is present.  No reduction in the authorized number of Regular Trustees pursuant to this Section 2 or by amendment of these Bylaws shall effect a removal of any Trustee prior to the expiration of such Trustee’s term of office, unless such reduction also provides for the removal of one or more specified Trustees pursuant to Section 4 of this Article III. 

The President of Scripps College, the President of the Corporation’s Alumnae Association, and the Chair of the Scripps Association of Families shall each be classified as Regular Trustees and shall serve as ex officio members of the Board of Trustees, each having one vote.  The Recent Graduate Trustee-Elect, as more fully described in Section 16 of this Article III, shall be a non-voting member of the Board of Trustees. 

Section 3. Election and Term of Office.

By a majority vote of Trustees present and voting at any duly called and held meeting of the Board of Trustees, provided that a quorum is present, the Board of Trustees may elect new Trustees to serve on the Board of Trustees.  The Board of Trustees, or any committee of the Board of Trustees so authorized, shall administer and oversee such election of new Trustees to the Board of Trustees. 

Term Limits and Transition:

Regular Trustees of the Corporation elected to an initial term that commences on or after July 1, 2016, shall serve an initial term of four (4) years and shall hold office until the expiration of the term for which elected and until a successor has been duly elected and qualified.  Except as provided below, Regular Trustees may serve a maximum of three (3) consecutive four (4) year terms.  The Board shall classify Regular Trustees such that their terms are staggered, with the intention that only one-fourth (1/4) of the Regular Trustees shall be elected each fiscal year.  Any Regular Trustee who has served three (3) consecutive four (4) year terms, or completes the additional term(s) set forth in subsection (1)(a) below, is eligible for election to a new initial four (4) year term after a minimum one (1) year hiatus from Board service.  If so elected, such Regular Trustee is eligible to be elected thereafter for two (2) additional four (4) year terms, for a total of three (3) four (4) year terms.   

i.          Transition and Exceptions to Term Limits.

            (a)        Transition.  A Regular Trustee who commenced service as a Regular Trustee prior to July 1, 2016, shall serve through the expiration of such Regular Trustee’s current term and shall be eligible for election to the following additional terms:

            (b)        Exception for Chair.  Notwithstanding the number of terms previously served, a Regular Trustee elected Chair of the Board of Trustees may serve, one (1) year as Chair elect, the four (4) year term as Board Chair, and one (1) additional four (4) year term as past Chair.

            (c)        Exception for Vice Chair.  Notwithstanding the number of terms previously served, a Trustee may be elected to serve one or more consecutive one (1) year terms as Vice Chair to the Chair in office at the time such Trustee otherwise would have reached his or her term limit under this Section 3.

Notwithstanding any other provision of this Section 3, the term of any Regular Trustee who is an ex officio member of the Board of Trustees by virtue of his or her position shall not be limited and any such Trustee shall serve on the Board of Trustees until his or her tenure in such position is completed.  Service time in an ex officio capacity shall not be considered in connection with the term limit set forth in this Section 3.

The election and term of office for Alumnae Trustees and Recent Graduate Trustees shall be governed by the provisions of Section 15 and Section 16 of this Article III, respectively.  Service time as an Alumna Trustee or a Recent Graduate Trustee shall not be considered in connection with the term limit set forth in this Section 3.

(Amended and Restated Article III, Section 3 approved by the Scripps College Board of Trustees on December 5, 2015.) 

(*The Board voted on December 8, 2012 to reduce the Chair term to four years effective July 1, 2014.)

Section 4. Removal.

A two-thirds (2/3^rds) vote of Trustees then in office may remove any Trustee, at any time, with or without cause.

Section 5. Resignation.

Any Trustee may resign effective upon giving written notice to the Chair of the Board, the Vice-Chair(s) of the Board, the President of Scripps College, the Secretary of the Board, or the Board of Trustees, unless such notice specifies a later time for the effectiveness of such resignation.  If the resignation is effective at a future time, a successor may be selected or approved before such time, to take office when the resignation becomes effective.  Notwithstanding the foregoing, no Trustee may resign if the Corporation would then be left without a duly elected Trustee or Trustees in charge of its affairs, except upon notice to the Attorney General of the State of California.

Section 6. Vacancies.

Vacancies on the Board of Trustees shall exist: (i) on the death, resignation or removal of any Trustee, (ii) whenever the authorized number of Regular Trustees is increased consistent with Section 2 of this Article III, or (iii) on the failure to elect or approve at any time the full authorized number of Trustees.

Regular Trustee vacancies on the Board of Trustees may be filled by a majority vote of Trustees present and voting at a duly called and held meeting of the Board of Trustees, provided that a quorum is present. If the number of Trustees then in office is less than a quorum, Regular Trustee vacancies on the Board of Trustees may be filled by either: (i) the unanimous written consent of the Trustees then in office, (ii) the affirmative vote of a majority of the Trustees then in office at a meeting held pursuant to notice or waivers of notice complying with Section 10 and Section 11 of this Article III, or (iii) a sole remaining Trustee. Alumnae Trustee and Recent Graduate Trustee vacancies shall be governed by the provisions of Section 15 and Section 16 of this Article III, respectively.

A person elected to fill any vacancy as provided by this Section 6 shall hold office until the expiration of the term for which elected and until a successor has been duly elected and qualified, unless such Trustee has been removed from office pursuant to Section 4 of this Article III.

Section 7. Compensation of Trustees.

Trustees of the Corporation shall serve in their capacity as Trustees without compensation. The payment of per diem mileage or other reimbursement expenses incurred in attending meetings or otherwise in the execution of the duties of a Trustee shall not constitute compensation.

Section 8. Regular Meetings.

There shall be at least four (4) regular meetings of the Board of Trustees each fiscal year, with the exact time and place of such meetings to be designated by the Chair of the Board and specified in the notice of the meeting, in accordance with the provisions of Section 10 of this Article III. The annual meeting of the Board of Trustees shall be the final meeting of the fiscal year. Pursuant to Section 5211(c) of the Nonprofit Public Benefit Law, no Trustee may vote at any meeting of the Board of Trustees by proxy.

Section 9. Special Meetings.

Special meetings of the Board of Trustees may be called at any time by the Chair of the Board or the President of Scripps College, and shall be called at the request of any five (5) Trustees. Special meetings of the Board of Trustees shall be noticed in accordance with the provisions of Section 10 of this Article III.

Section 10. Notice of Meetings.

Meetings of the Board of Trustees shall be held upon five (5) calendar days’ notice by first-class mail or forty-eight (48) hours’ notice delivered personally or by telephone, electronic mail, or facsimile to each Trustee by the Secretary of the Board.  If sent by mail, facsimile or electronic mail, the notice shall be deemed to be delivered on its deposit in the mails or transmission via facsimile or electronic mail.  Such notices shall be addressed to each Trustee at his or her address as shown on the books of the Corporation.  Notice of the time and place of holding an adjourned meeting need not be given to absent Trustees if the time and place of the adjourned meeting are held no more than twenty-four (24) hours from the time of the original meeting.  Notice shall be given of any adjourned regular or special meeting to Trustees absent from the original meetings if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

Each notice shall specify the place, day and hour of the meeting, and include a general description of the business intended to be transacted at such meeting, but any matter properly brought before the Board of Trustees may be presented for Board action at any regular or special meeting of the Board of Trustees.  The notice of any meeting at which Trustees are to be selected or approved shall include the names of all those who are nominees at the time notice is given to the Trustees.

Section 11. Waiver of Notice and Consent to Hold Meeting.

The transaction of any meeting of the Board of Trustees, however called and noticed or wherever held, are valid as though the meeting had been duly held after proper call and notice, provided that:

1. A quorum, established pursuant to these Bylaws, is present;
2. Either before or after the meeting each Trustee not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof; and
3. Each Trustee present and required for such quorum who did not receive notice attends such meeting without protesting the lack of such notice, either prior thereto or at its commencement.

The Secretary of the Board shall cause all such waivers, consents or approvals to be filed with the corporate records or made a part of the minutes of the meeting.

Section 12. Quorum.

The majority of Trustees then in office shall constitute a quorum at any meeting of the Board of Trustees. Every act or decision done or made by a majority of the Trustees present and voting at a meeting duly called and held at which a quorum is present shall be regarded as the act of the Board of Trustees, unless a greater number be required by these Bylaws, the Articles of Incorporation or applicable law.

Except as otherwise provided in these Bylaws, in the Articles of Incorporation or by applicable law, no business shall be considered by the Board of Trustees at any meeting at which a quorum is not present, and the only motion which the chair of such a meeting shall entertain is a motion to adjourn. However, a majority of the Trustees present at such a meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board of Trustees.

The Trustees present at a duly called and held meeting of the Board of Trustees at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Trustees from the meeting, provided that any action taken is approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by these Bylaws, the Articles of Incorporation or applicable law.

The Recent Graduate Trustee-Elect may not be counted for purposes of determining the presence of a quorum at a meeting of the Board of Trustees. However, pursuant to Section 5233 of the Nonprofit Public Benefit Law, interested Trustees may be counted in determining the presence of a quorum at a meeting of the Board of Trustees which authorizes, approves or ratifies a self-dealing transaction.

Section 13. Teleconfrence and Electronic Meetings.

Trustees may participate in a meeting through the use of conference telephone, electronic video screen communication or electronic transmission by and to the Corporation in accordance with Sections 20 and 21 of the California Corporations Code. Participation in a meeting through the use of conference telephone or electronic video screen communication constitutes presence in person at that meeting as long as all Trustees participating in the meeting are able to hear one another. Participation in a meeting through the use of electronic transmission by and to the Corporation, other than conference telephone and electronic video screen communication, constitutes presence in person at that meeting if all of the following apply:

1. Each Trustee participating in the meeting can communicate with all of the other Trustees concurrently;
2. Each Trustee is provided the means of participating in all matters before the Board of Trustees, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation; and
3. The Corporation adopts and implements some means of verifying both of the following:
   1. A person participating in the meeting is a Trustee or other person entitled to participate in the meeting; and
   2. All actions of, or votes by, the Board of Trustees are taken or cast only by the Trustees and not by persons who are not Trustees.

For purposes of this Section 13, “electronic transmission by the Corporation” means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that Trustee on record with the Corporation, (2) posting on an electronic message board or network which the Corporation has designated for those communications, together with a separate notice to the Trustee of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or (3) other means of electronic communication, (b) to a Trustee who has provided an unrevoked consent to the use of those means of transmission for communications, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.

For purposes of this Section 13, “electronic transmission to the Corporation” means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the Corporation has provided from time to time to Trustees for sending communications to the Corporation, (2) posting on an electronic message board or network which the Corporation has designated for those communications, and which transmission shall be validly delivered upon the posting, or (3) other means of electronic communication, (b) as to which the Corporation has placed in effect reasonable measures to verify that the sender is the Trustee (in person or by proxy) purporting to send the transmission, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.

Section 14. Action by Unanimous Written Consent.

Any action required or permitted to be taken by the Board of Trustees may be taken without a meeting, if all members of the Board of Trustees shall individually or collectively consent in writing to such action. Such written consent or consents shall consist of the individual signatures of all Trustees attached to a written consent setting forth in writing the resolutions approved by such written consent and shall be filed with the minutes of the proceedings of the Board of Trustees. Such action by written consent shall have the same force and effect as the unanimous vote of the Trustees. Any certificate or other document filed under any provision of law which relates to an action so taken shall state that the action was taken by unanimous written consent of the Board of Trustees without a meeting and that these Bylaws authorize the Trustees to so act. Such statement shall be prima facie evidence of such authority.

For purposes of this Section 14, “all members of the Board of Trustees” does not include an “interested director” as defined in Section 5233 of the Nonprofit Public Benefit Law. Any certificate or other document filed under any provision of law which relates to an action taken without a meeting shall state that the action was taken by unanimous written consent of the Board of Trustees, excluding the consent or consents of any and all “interested directors.”

Section 15. Alumnae Trustees.

Pursuant to Section 2 of this Article III, the Board of Trustees shall include two (2) Alumnae Trustees each serving a term of three (3) years renewable only once after the completion of her initial three (3) year term. The alumnae of the College, acting by and through the Scripps College Alumnae Association, may nominate every three (3) years, or when necessary to fill a vacancy of an Alumnae Trustee on the Board of Trustees, one of their members, and the Board of Trustees may elect that nominee as an Alumnae Trustee.

Section 16. Recent Graduate Trustees.

Pursuant to Section 2 of this Article III, the Board of Trustees shall include three (3) Recent Graduate Trustees, each serving one (1) non-renewable term of three (3) years on the Board of Trustees. Each year the graduating senior class of the College shall nominate one (1) member of the senior class to serve as the Recent Graduate Trustee, commencing upon the student’s graduation from the College. Upon such nomination, the Trustees may elect the nominee as a Recent Graduate Trustee. The approved Recent Graduate Trustee shall serve her first year on the Board of Trustees as a non-voting “Recent Graduate Trustee-Elect” and the subsequent two (2) years as a full voting “Recent Graduate Trustee” holding one vote on the full Board of Trustees and any other committees of the Board of Trustees on which she may serve.

In the event any Recent Graduate Trustee, by reason of resignation, death, or otherwise, fails to complete her term as a Recent Graduate Trustee, the Recent Graduate Trustee-Elect shall automatically fill such vacancy. The Recent Graduate Trustee-Elect shall hold the office of Recent Graduate Trustee for remainder of such term, as well as the full term for which she was elected, unless such Trustee has been removed from office pursuant to Section 4 of this Article III. The filling of any vacancy by the Recent Graduate Trustee-Elect shall not effect a removal of the Recent Graduate Trustee-Elect prior to the expiration of his or her three (3) year term on the Board of Trustees.

Section 17. Former Trustees and Life Trustees.

Any person who has served as a Regular Trustee for the Corporation on or after June 30, 2016, and is no longer serving as a Regular Trustee shall be deemed a Former Trustee. Subject to the limitations of Section 3 above, a Former Trustee may be considered by the Nominations and Governance Committee to return to the Board as a Regular Trustee. The Corporation enthusiastically welcomes the involvement of Former Trustees in the activities of the Corporation. Former Trustees are encouraged to attend special events at the College, advocate for the College, and actively share their experience and expertise by serving as non-Trustee members on committees established by the Board of Trustees.

Life Trustee status may be conferred upon any Former Trustee upon the recommendation of the Nominations and Governance Committee to the Board of Trustees and approval by the Board of Trustees.  The Corporation enthusiastically welcomes the involvement of Life Trustees in the activities of the Corporation. Life Trustees are encouraged to attend special events at the College, advocate for the College, and to actively share their experience and expertise at meetings of the Board of Trustees and committee meetings.

Life Trustees shall receive notice of and be permitted to attend all meetings of the Board of Trustees, committee meetings open to all Regular Trustees, and all functions of the Board of Trustees. Life Trustees shall not be deemed to be Trustees pursuant to Section 5047 of the California Nonprofit Corporation Law and, therefore, shall not have voting power or be counted for quorum purposes. There shall be no limit to the number of Life Trustees. 

Section 18. Non-Liability of Trustees.

Trustees and Life Trustees shall not be personally liable for the debts, liabilities or other obligations of the Corporation.

The personal liability (including personal liability to a third party for monetary damages) of any Trustee or Life Trustee for such person’s acts or omissions occurring within the scope of the performance of such person’s duties as such shall be limited to the fullest extent permitted by law (including Section 5047.5 of the California Nonprofit Corporation Law or Section 5239 of the Nonprofit Public Benefit Law, as applicable).  Such persons shall also have a right to indemnification by the Corporation as and to the extent set forth in Article XII hereof.

Article IV. Committees

Section 1. Standing Committees of the Board of Trustees.

There shall be the following Standing Committees of the Board of Trustees, the respective powers and duties of which are more fully described in this Article IV:

• Audit Committee
• Buildings and Grounds Committee
• Compensation Committee
• Educational Policy Committee
• Executive Committee
• Finance Committee
• Investment Committee
• Institutional Advancement Committee
• Nominations and Governance Committee
• Student Affairs Committee

With the exception of the Executive Committee, each of the Standing Committees of the Board of Trustees shall not exercise the full power and authority of the Board of Trustees. The President of Scripps College shall be a voting member of all Standing Committees of the Board of Trustees, with the exception of the Audit Committee.

Section 2. Additional Committees of the Board of Trustees.

The Board of Trustees may, by a majority vote of Trustees then in office, provided that a quorum is present, create additional committees of the Board of Trustees that may exercise the power and authority of the Board of Trustees. Each such committee shall serve at the pleasure of the Board of Trustees. The Board of Trustees may delegate to each committee established pursuant to this Section 2 any of the powers and authority of the Board of Trustees in the management of the business and affairs of the Corporation, except with respect to:

1. The approval of any action which requires the approval of the members or approval of the majority of the members, regardless of whether the corporation has members.
2. The filling of vacancies on the Board of Trustees or in any committee which has the authority of the Board of Trustees;
3. The fixing of compensation of the Trustees for serving on the Board of Trustees or on any committee;
4. The amendment or repeal of Bylaws or the adoption of new Bylaws;
5. The amendment or repeal of any resolution of the Board of Trustees which by its express terms is not so amendable or repealable;
6. The appointment of committees of the Board of Trustees or the members thereof;
7. The expenditure of corporate funds to support a nominee for Trustee after there are more people nominated for Trustee than can be elected; and
8. The approval of any self-dealing transaction, as defined by the Nonprofit Public Benefit Law.

Section 3. Qualification and Appointment to the Executive Committee and Additional Committees of the Board.

The Executive Committee and those committees of the Board of Trustees created pursuant to Section 2 of this Article IV shall each be comprised of only Trustee members. The Chair of the Board shall be a voting member of each such committee of the Board of Trustees and shall annually appoint the chair of each such committee of the Board of Trustees.

Based upon the recommendation of the Chair of the Board, the Board of Trustees shall appoint its members to serve on each committee of the Board of Trustees exercising the power and authority of the same. Such Trustee members shall be appointed by a majority vote of Trustees present and voting at a duly called and held meeting of the Board of Trustees, provided that a quorum is present. Each such committee shall consist of at least two (2) Trustees and shall perform such duties and responsibilities as the Board of Trustees may prescribe from time to time. Members of each committee of the Board of Trustees shall serve until their resignation, removal, or other disqualification from service, or until their respective successors’ term commences, whichever occurs first.

Section 4. Qualification and Appointment to Standing Committees and Other Committees of the Board of Trustees.

In addition to the Standing Committees of the Board of Trustees, excluding the Executive Committee, the Corporation may have other committees of the Board of Trustees that are not delegated the full power and authority of the Board of Trustees. Each such committee may consist of Trustees, faculty members, students, and non-Trustees, which may include Former Trustees.  The Board of Trustees shall appoint all Trustee members to serve on each such committee and each such Trustee member shall serve a one (1) year renewable term.

Faculty, student, and non-Trustee members of each Standing Committee or other committee of the Board of Trustees shall have the same right to attend, speak, and vote at committee meetings as the Trustee members of such committees. Faculty and student members shall be selected by the manner set forth below.  The Chair of the Board shall appoint the non-Trustee members to serve on such committees, upon the recommendation of the chair of the Nominations and Governance Committee and with the approval of the chair of each such committee.  All non-Trustee members of the Standing Committees and other committees of the Board of Trustees, including Former Trustees, shall serve two (2) year renewable terms.  Only Trustee members of a committee may be appointed Chair or Vice Chair of a committee.  Non-Trustees are eligible to be appointed as a Co-Vice Chair of a committee.

Two (2) faculty members and two (2) student members shall be selected by their respective constituent groups to serve as members of the Finance Committee, the Buildings and Grounds Committee, the Educational Policy Committee, the Institutional Advancement Committee, and the Student Affairs Committee. In addition, up to two (2) non-Trustees, including Former Trustees, may be appointed to the Buildings and Grounds Committee, the Educational Policy Committee, the Finance Committee, the Institutional Advancement Committee, and the Student Affairs Committees, and up to four (4) non-Trustees, including Former Trustees, may be appointed to the Investment Committee. Faculty, student, and non-Trustee members of each such committee shall not, in the aggregate, comprise greater than one-half (1/2) of any committee membership.

Section 5. Committee Meetings and Notice of Meetings.

Meetings of all Standing Committees, additional committees, and all other committees of the Board of Trustees may be called by the chair of each such committee or by the Board of Trustees. With the exception of the Audit Committee, each committee under this Article IV shall meet at least quarterly each fiscal year. All such committees shall keep minutes of their meetings and keep the Board of Trustees advised of their activities.

Regular meetings of all committees may be held without notice if the time and place of such meetings are fixed by resolution of the Board of Trustees or such committee. Notice of such regular meetings, if not fixed by resolution, and special meetings for any such committees shall be given in accordance with the notice provisions for meetings set forth in Section 10 of Article III.

Section 6. Quorum

With respect to all Standing Committees, additional committees, and all other committees of the Board of Trustees, one-third (1/3rd) of the members of each such committee shall constitute a quorum.

Section 7. Executive Committee.

The Executive Committee shall be composed of the Chair of the Board, the Vice- Chair(s) of the Corporation, the President of Scripps College, the chairs of each committee of the Board of Trustees established pursuant to Section 2 of this Article IV, and such other Trustees appointed pursuant to Section 3 of this Article IV. The Executive Committee shall have, and may execute, to the fullest extent permissible by law, all of the power and authority of the Board of Trustees when the Board of Trustees is not in session, except such powers as listed in Section 2 of this Article IV and the following:

1. The Executive Committee shall not amend resolutions of the Board of Trustees;
2. The Executive Committee shall not enter into contracts for the purchase or sale of real property that is a part of the College’s campus or which has been designated by the Board of Trustees for future campus use; or
3. The Executive Committee shall not discharge officers of the College, faculty, or administration nor make appointments to the faculty for periods exceeding two (2) years.

The Executive Committee shall have oversight for all matters related to admission/financial aid/enrollment management, non-academic personnel and, in consultation with the Audit Committee, monitoring compliance with the local, state and federal mandates that are applicable to the Corporation. The Executive Committee shall, in consultation with the Buildings and Grounds Committee, the Finance Committee and the Institutional Advancement Committee, approve all expenditures relating to facilities construction and renovation projects; provided that the proposed expenditures have been included in a project or capital budget that has been previously approved by the Board of Trustees. If a construction project requires the Corporation to incur debt, the Executive Committee shall seek final approval of construction costs and related funding from the Board of Trustees. Because of the confidential nature of Executive Committee discussions, all Executive Committee meetings shall be limited to Executive Committee members only, and such support staff and invitees as determined by the Executive Committee.

Section 8. Audit Committee.

The Audit Committee shall oversee the financial reporting structure of the Corporation to assure the Board of Trustees that the reporting structure and the financial controls of the Corporation are adequate and responsive. The Audit Committee shall select and engage independent accountants. To the extent that the Corporation participates in the Claremont University Consortium’s consortial comptroller’s office, the Audit Committee shall select independent accountants through the appointment of an Audit Committee member to serve as the Corporation’s representative to the Audit Steering Committee of the Claremont University Consortium. If the Audit Steering Committee of the Claremont University Consortium fails to select independent accountants for any reason, then the Audit Committee shall select independent accountants upon the consent and approval of the Board of Trustees. The engagement of independent accountants shall be authorized in writing by the Audit Committee.

The Audit Committee shall meet at least twice (2) annually with the independent accountants to discuss the financial condition of the Corporation, as reflected in the Corporation’s financial statements, other reports prepared at the request of the Audit Committee, management letters, and the scope of their engagement. The Audit Committee shall meet periodically in executive session with the independent accountants. The Audit Committee shall also:

1. pursue investigations of issues that come to its attention and may engage other parties to assist and to advise it in such matters;
2. oversee risk management and emergency preparedness plans;
3. maintain a list of key governance documents;
4. review filings and reports in advance of filing with the Internal Revenue Service and other federal and state agencies, in concert with the Nominations and Governance Committee;
5. identify and monitor disclosures of conflicts of interest between and among Trustees, the officers of the College, and key employees; and
6. in concert with the Executive Committee, monitoring compliance with the local, state and federal mandates that are applicable to the Corporation.

The Audit Committee shall promptly report to, and if necessary, seek approval of the Board of Trustees or the Executive Committee regarding all of the above matters. To ensure the independence of the Audit Committee, less than one-half (1/2) of the membership of the Audit Committee shall be eligible to serve as members of the Finance Committee. Audit Committee membership shall not include the President of Scripps College, the Vice President for Business Affairs/Treasurer, or other members of the Corporation staff and of the Claremont University Consortium, and they shall be excused from executive sessions. The chair of the Audit Committee shall not serve as a member of the Finance Committee.

Any action or recommendation of the Audit Committee that requires the exercise of the power and authority of the Board of Trustees to be implemented shall be presented to the Board of Trustees or the Executive Committee for approval.

Section 9. Nominations and Governance Committee.

The Nominations and Governance Committee shall be charged with the following duties: (i) to help the Board of Trustees determine its composition in terms of talents, influence, and diversity; (ii) to bring to the Board of Trustees able, dedicated Trustees by maintaining a viable list of candidates and by cultivating top prospects; (iii) to ensure the on-going effectiveness and retention of Trustees through programs and strategies to develop their skills and their understanding of their roles and responsibilities as Board of Trustees members; (iv) to identify, cultivate and develop future Board of Trustees leadership; (v) to discuss with current Trustees, at the time of possible re-election, their continuing level of interest in and areas of desired service to the Board of Trustees; and (vi) to monitor the composition of the Board of Trustees in terms of members’ professional skills, ethnic diversity, gender, age, and geographical distribution, and other characteristics that the Board of Trustees may identify. The governance responsibilities of the Nominations and Governance Committee shall include monitoring, in consultation with the Chair of the Board, the ongoing structure and functioning of the Board of Trustees and its committees and the maintenance of the Bylaws of the Corporation. Because of the confidential nature of Nominations and Governance Committee’s discussions, the Nominations and Governance Committee meetings are limited to Nominations and Governance Committee members, and such support staff, and invitees as determined by the Nominations and Governance Committee.

Any action or recommendation of the Nominations and Governance Committee that requires the exercise of the power and authority of the Board of Trustees to be implemented shall be presented to the Board of Trustees or the Executive Committee for approval.

Section 10. Compensation Committee.

The Compensation Committee shall be composed of the Chair of the Board, the Vice- Chair(s) of the Board, the immediate past Chair of the Board, the chair of the Audit Committee, the chair of the Finance Committee, and such other members as may be designated pursuant to Section 4 of this Article IV.

The Compensation Committee shall assist the Board of Trustees in determining just and reasonable compensation for the President of Scripps College and the Vice President for Business Affairs/Treasurer, and shall advise the President of Scripps College regarding appropriate compensation structures for other officers of the College and key employees (and all other individuals who are in a position to exercise substantial influence over the affairs of the Corporation or otherwise meet the requirements of a disqualified person). The Compensation Committee shall be responsible for conducting, on an annual or more frequent basis, review of the Corporation’s executive compensation. In addition, the responsibilities of the Compensation Committee shall include coordinating the annual evaluation of the President of Scripps College; coordinating a 360-degree performance evaluation of the President of Scripps College against specific competencies set by the Board of Trustees at appropriate intervals; reviewing the goals and objectives set by the President of Scripps College; recommending salary adjustments and compensation structure and packages for the President of Scripps College and the Vice President for Business Affairs/Treasurer to the Board of Trustees; reviewing external market trends in compensation at comparable colleges for their respective officers, key employees and disqualified persons to assure the Corporation’s compensation and benefits are just and reasonable; and such other matters as shall be determined by the Board of Trustees. Due to the confidential nature of the Compensation Committee discussions, meetings of the Compensation Committee are limited to Compensation Committee members and such staff and invitees as determined by the members of the Compensation Committee.

Any action or recommendation of the Compensation Committee that requires the exercise of the power and authority of the Board of Trustees to be implemented shall be presented to the Board of Trustees or the Executive Committee for approval.

Section 11. Investment Committee.

The Investment Committee shall be responsible for investing the assets of the Corporation to produce income to support its educational activities, giving prudent consideration to maintaining the purchasing power of endowment income and protecting endowment principal. The Investment Committee shall be expected to use reasonable and prudent business judgment under the facts and circumstances prevailing at the time of action or decision. The Investment Committee shall also be responsible for the investment of all assets of the Corporation, except real property used in its operation. The Investment Committee may accept real property gifts under the Board of Trustees’ approved guidelines, engage consultants and custodians, acquire and dispose of investments, and do whatever is necessary pursuant to the Board of Trustees’ policies to carry out the investment goals of the Corporation, as approved by the Board of Trustees. The Investment Committee may recommend the use of investment counselors to the Board of Trustees, shall monitor the investment program for compliance with established goals, and make recommendations to the Board of Trustees for changes to the established goals and strategy. The chief financial officer of the College shall serve as a non-voting member of the Investment Committee and act as secretary for the Investment Committee.

Any action or recommendation of the Investment Committee that requires the exercise of the power and authority of the Board of Trustees to be implemented shall be presented to the Board of Trustees or the Executive Committee for approval.

Section 12. Finance Committee.

The Finance Committee shall be primarily responsible for monitoring the short and long term financial health of the Corporation. The Finance Committee shall oversee all aspects of the Corporation’s financial operations including the development of the annual operating budget, the capital expenditures budget, and cash flow forecasts. Subject to final approval of the Board of Trustees, the Finance Committee shall develop the policies under which the Corporation may incur debt and shall monitor the Corporation’s adherence to such policies. The Finance Committee shall also be tasked with recommending borrowings to the Board of Trustees for approval. The Finance Committee shall provide the assumptions on which the Corporation’s annual budget process shall be based, shall work closely with the Corporation’s staff and faculty representatives to develop the operating budget and shall monitor the actual performance of the Corporation against such budget. The Finance Committee shall bring the annual operating and capital expenditures budgets to the full Board of Trustees for approval, at the Board of Trustees’ annual meeting. In addition, the Finance Committee, working with staff, shall develop a five (5) year long range plan and shall inform the Board of Trustees about the financial impact of various policy decisions. The Finance Committee shall work with other committees such as Buildings and Grounds Committee, the Institutional Advancement Committee, and the Investment Committee to develop a comprehensive view of the financial resources of the Corporation. The chair of the Audit Committee shall not be a member of the Finance Committee.

Any action or recommendation of the Finance Committee that requires the exercise of the power and authority of the Board of Trustees to be implemented shall be presented to the Board of Trustees or the Executive Committee for approval.

Section 13. Buildings and Grounds Committee.

The Buildings and Grounds Committee shall concern itself with the condition of the Corporation’s buildings, grounds, and utilities, and with the amount and adequacy of funds devoted to their maintenance and repair. The Buildings and Grounds Committee shall also be responsible for overseeing the status of current major repairs and renovations and a five (5) year projection of needs and obligations in this area. The Buildings and Grounds Committee shall oversee the status of capital construction, additions and renovations, and related real estate acquisitions, transfers, and sales. In its work, the Buildings and Grounds Committee shall coordinate with the work of the Finance Committee.

Any action or recommendation of the Buildings and Grounds Committee that requires the exercise of the power and authority of the Board of Trustees to be implemented shall be presented to the Board of Trustees or the Executive Committee for approval.

Section 14. Educational Policy Committee.

The Educational Policy Committee shall consider all matters relating to the educational policies of the Corporation and such other matters as shall be referred to it by the President of Scripps College or the Chair of the Board; provided, however, that the faculty, student and other non-Trustee members of the Educational Policy Committee, except Former Trustee members, shall not be present at the meetings when matters involving faculty welfare, appointments, reappointments, promotion, dismissals, changes in salary, or leaves of absence are being considered, or be entitled to vote on such matters.

Any action or recommendation of the Educational Policy Committee that requires the exercise of the power and authority of the Board of Trustees to be implemented shall be presented to the Board of Trustees or the Executive Committee for approval.

Section 15. Institutional Advancement Committee.

The Institutional Advancement Committee, including alumnae and parent volunteer chairs of key fund-raising committees, shall work to educate the Board of Trustees and the Corporation’s constituency (including, alumnae, parents, students, friends, corporations, and foundations) as to the role fund raising plays in the life of the Corporation, and the importance of the constituency’s participation in fund raising. The Institutional Advancement Committee’s responsibilities shall include: ensuring that fund- raising objectives align clearly with the key objectives of the Corporation; setting fund- raising goals and priorities; advising the Corporation’s staff regarding fund-raising strategies; and monitoring the operations and results of the Corporation’s relations program, including budget, staff, schedule and use of counsel. With other committees, the Institutional Advancement Committee shall work to clarify the current and long- range priorities of the Corporation and assist in setting policies for fund raising in support of those priorities.

Any action or recommendation of the Institutional Advancement Committee that requires the exercise of the power and authority of the Board of Trustees to be implemented shall be presented to the Board of Trustees or the Executive Committee for approval.

Section 16. Student Affairs Committee.

The Student Affairs Committee shall be tasked with representing students’ interests in the Board of Trustees’ policy-making activities and supporting adequate resources for student affairs programs. The Student Affairs Committee shall meet with the College’s Vice President/Dean of Students to discuss issues related to career planning, counseling, academic advising, issues of attrition and retention, athletics and recreation, drug and alcohol policies, residential life, and college council issues. The Student Affairs Committee shall receive periodic reports on recruitment, admission and financial aid from the College’s Vice President for Enrollment.

Any action or recommendation of the Student Affairs Committee that requires the exercise of the power and authority of the Board of Trustees to be implemented shall be presented to the Board of Trustees or the Executive Committee for approval.

Article V. Officers of the College

Section 1. Officers and Subordinate Officers.

The officers of the College shall be the Chair of the Board, the Vice-Chair or Vice-Chairs of the Board, the President of Scripps College, the Vice President for Academic Affairs/Dean of Faculty, the Vice President for Business Affairs/Treasurer, and the Secretary of the Board. Any number of offices may be held by the same person, except that neither the Secretary of the Board nor the Vice President for Business Affairs/Treasurer may serve concurrently as the President of Scripps College or the Chair of the Board. The officers of the College shall have the authority to bind the Corporation within the scope of their duties as described in these Bylaws.

The Board of Trustees may appoint such other officers, including, but not limited to, one or more vice presidents, one or more assistant secretaries, and/or one or more assistant treasurers, as the business of the Corporation may require, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Trustees.

Section 2. Selection and Term of Office.

The Chair of the Board shall be a member of the Board of Trustees, shall be elected by the Board of Trustees and hold office for the term specified in Section 5 of this Article V. The Vice-Chair or Vice-Chairs of the Board shall also be a member of the Board of Trustees. The Vice-Chair or Vice-Chairs of the Board as well as the Secretary of the Board shall be elected at the annual meeting of the Board of Trustees and shall hold office at the pleasure of the Board of Trustees.

The President of Scripps College shall be appointed by the Board of Trustees and shall hold office at the pleasure of the Board of Trustees, subject to the applicable provisions of these Bylaws. The Vice President for Academic Affairs/Dean of Faculty and the Vice President for Business Affairs/Treasurer shall be appointed by the Board of Trustees upon the recommendation of the President of Scripps College, subject to the applicable provisions of these Bylaws, and shall serve at the pleasure of the Board of Trustees and the President of Scripps College.

If applicable, the above provisions of this Section 2 shall be superseded by any conflicting terms of an employment contract or similar agreement relating to the employment of the officers of the College.

Section 3. Removal and Resignation of Officers.

Any officer may be removed at any time, with or without cause, by the majority vote of the Board of Trustees. The President of Scripps College shall also have the power to remove the Vice President for Academic Affairs/Dean of Faculty and the Vice President for Business Affairs/Treasurer.

Any officer may resign at any time by giving written notice to the Chair of the Board, the Vice-Chair(s) of the Board, the President of Scripps College, the Secretary of the Board, or the Board of Trustees. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

If applicable, the above provisions of this Section 3 shall be superseded by any conflicting terms of an employment contract or similar agreement relating to the employment of the officers of the College.

Section 4. Vacancies of Officers.

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Trustees. In the event of a vacancy in any office other than that of Chair of the Board, such vacancy may be filled temporarily by appointment by the Chair of the Board until such time as the Board of Trustees shall fill the vacancy. Vacancies occurring in offices appointed at the discretion of the Board of Trustees may or may not be filled as the Board of Trustees shall determine.

Section 5. Chair of the Board.

It shall be the duty of the Chair of the Board to preside at all meetings of the Board of Trustees; to call Special Meetings of the Board of Trustees; to affix the signature of the Corporation to documents requiring the same, including the signing of diplomas; and to perform all other duties conferred by law and by the Board of Trustees. The initial term of each Chair of the Board shall be five (5) years, subject to annual extensions thereafter at the discretion of the Board of Trustees.

The powers conferred upon the Chair of the Board may be exercised either within the State of California or elsewhere.

(*The Board voted on December 8, 2012 to reduce the Chair term to four years effective July 1, 2014.)

Section 6. Vice-Chair of the Board.

Each Vice-Chair of the Board shall have such powers and perform such duties as from time to time may be prescribed by the Board of Trustees. In the absence or disability of the Chair of the Board, the Vice-Chair of the Board (if multiple, the Vice-Chair designated by the Chair of the Board) shall take his or her place and perform his or her duties, and when acting shall have all the powers of, and be subject to the restrictions of, the Chair of the Board.

Section 7. President of Scripps College.

In collaboration with the Board of Trustees, faculty, staff, alumnae, the Claremont University Consortium, and other key constituencies, the President of Scripps College shall provide the vision, direction, and leadership for the College. The President of Scripps College shall have general oversight of instruction, administration, and discipline; the President of Scripps College shall make all nominations for appointment to the faculty and, except as otherwise specified, shall recommend and oversee all administrative officers, including, but not limited to, the Vice President for Business Affairs/Treasurer and the Vice President for Academic Affairs/Dean of Faculty. Except as otherwise directed by the Board of Trustees or the Executive Committee, the President of Scripps College shall perform the duties customarily performed by college presidents. The President of Scripps College shall be chair of the faculty and shall appoint regular committees of that body.

Section 8. Vice President for Academic Affairs/Dean of Faculty.

The Vice President for Academic Affairs/Dean of Faculty shall be appointed by the Board of Trustees, upon the recommendation of the President of Scripps College, directly report to the President of Scripps College, and serve at the pleasure of the Board of Trustees and the President of Scripps College. Next to the president, the Vice President for Academic Affairs/Dean of Faculty shall be the ranking officer of the faculty. Under the President of Scripps College, the Vice President for Academic Affairs/Dean of Faculty’s primary responsibilities shall be to advise on appointments and promotions of academic personnel, to nominate members of faculty committees, to supervise and coordinate all academic programs and support services, and to promote excellence in teaching, scholarship and service. In the case of absence or inability of the President of Scripps College, the Vice President for Academic Affairs/Dean of Faculty shall be the acting President of Scripps College and shall preside at all meetings of the Corporation and of the faculty.

The Vice President for Academic Affairs/Dean of Faculty shall have such other powers and shall perform such other duties as from time to time may be prescribed by the President of Scripps College.

Section 9. Vice President for Business Affairs/Treasurer.

The Vice President for Business Affairs/Treasurer shall be deemed to be the chief financial officer of the Corporation. The Vice President for Business Affairs/Treasurer shall be appointed by the Board of Trustees, upon the recommendation of the President of Scripps College, shall directly report to the President of Scripps College and shall serve at the pleasure of the Board of Trustees and the President of Scripps College. The Vice President for Business Affairs/Treasurer shall be responsible for the financial and business affairs of the College and for the condition, operation and maintenance of its physical plant. The Vice President for Business Affairs/Treasurer shall be responsible for all of the College’s financial operations, including financial planning and annual budgeting, monitoring expense and income on a periodic basis, auditing, cash and investment management and shall also responsible for managing the College’s facilities and grounds. The Vice President for Business Affairs/Treasurer shall supervise all assistant treasurers and directors of administrative operations, as determined by the President of Scripps College. The Vice President for Business Affairs/Treasurer shall serve as the College’s representative to consortial committees of The Claremont Colleges, as determined by the President of Scripps College.

The Vice President for Business Affairs/Treasurer shall have such other powers and shall perform such other duties as from time to time may be prescribed by the President of Scripps College.

Section 10. Secretary of the Board.

The Secretary of the Board shall facilitate the business of the Board of Trustees, including the promotion of cooperative and supportive relations among the Trustees, the officers of the College, faculty, staff, and students. Unless otherwise determined by the Board of Trustees, the Secretary of the Board shall keep, or cause to be kept, at the principal office of the Corporation or such other places as the Board of Trustees may determine, a book of minutes of all meetings of the Board of Trustees, the Standing Committees of the Board of Trustees, and all such other committees of the Board of Trustees established pursuant to Section 2 of Article IV. The Secretary of the Board shall also keep, or cause to be kept, at the principal office of the Corporation the original copy of the Corporation’s Articles of Information and Bylaws, as amended to date.

The Secretary of the Board shall make, or cause to be made, service or publication of all notices that are necessary or proper and shall also provide any minutes of meetings required by these Bylaws or by law to be given. The Secretary of the Board shall have such powers and shall perform such other duties as from time to time may be prescribed by the Board of Trustees.

In the absence, inability, refusal, or neglect of the Secretary of the Board to perform his or her duties, any assistant secretary may perform the duties of the Secretary of the Board.

Section 11. Non-Liability of Officers.

The personal liability (including personal liability to a third party for monetary damages) of any officer for such person’s acts or omissions occurring within the scope of the performance of such person’s duties as such shall be limited to the fullest extent permitted by law (including Section 5047.5 of the California Nonprofit Corporation Law or Section 5239 of the Nonprofit Public Benefit Law, as applicable). Such officers shall also have a right to indemnification by the Corporation as and to the extent set for in Article XII hereof.

Article VI. Faculty

Section 1. Functions of The Board of Trustees and the Faculty.

The Board of Trustees under the laws of the State of California and the Articles of Incorporation of the Corporation is given the power and duty of conducting the business of the Corporation. Supporting teaching and intellectual freedom, the Board of Trustees recognizes that the fullest power over education matters committed to the faculty should be maintained in the faculty; that the judgment and action of the faculty in all such questions should in general prevail, subject, however, to review and final action by the Board of Trustees.

Section 2. Faculty.

The faculty shall consist of the President of Scripps College, the Vice President for Academic Affairs/Dean of Faculty, such other vice presidents as designated by the Board of Trustees, all teachers, irrespective of rank, who have been regularly appointed by the Board of Trustees, the librarian of Denison Library, and such other persons as shall have been appointed to membership in the faculty by the Board of Trustees upon the recommendation of the President of Scripps College. It shall be the function of the faculty:

1. To form such organization of the entire teaching staff, adopt such rules of procedure, and establish such committees as may seem appropriate.
2. To initiate and recommend to the Board of Trustees, or to approve directly or through its constituted committees, all policies and actions directly affecting the curriculum and other educational matters, including the establishment or abolition of new courses or fields of instruction, all such action being subject to review by the Board of Trustees.
3. To constitute and appoint, when so requested by the Board of Trustees, special committees or representatives to advise with committees of the Board of Trustees on any matter affecting the life and administration of the Corporation.

Degrees in course shall be conferred by the Board of Trustees only on recommendation of the faculty. Suitable diplomas shall be issued, signed by the President of Scripps College and the Chair of the Board, to which the seal of the Corporation shall be affixed.

Section 3. Appointments, Reappointments, and Dismissals of the Faculty.

In matters of appointments, reappointments, and dismissals of the faculty, the following procedures shall prevail:

1. All faculty appointments shall be for a specified rank (lecturer, instructor, assistant professor, associate professor, professor, and “visiting” appointments to the faculty).
2. The President of Scripps College shall have full responsibility for recommending to the Board of Trustees for action all tenure-track reappointments, promotions and appointments to tenure, dismissals, changes in salary, leaves of absence, and other matters relating to faculty personnel. The President of Scripps College is empowered to make all initial appointments or non-tenure-track reappointments to the faculty without prior approval of the Board of Trustees. The President of Scripps College shall obtain advice in such matters from the faculty Committee on Appointments, Promotion, and Tenure and from the Vice President for Academic Affairs/Dean of Faculty.
3. All appointments and reappointments shall be made only after careful review of the qualifications and experience of the individual recommended. Professorships shall be reserved for those who have achieved distinction and given clear evidence of excellent teaching ability, creative ideas, general usefulness to the Corporation, and superior gifts of character.
4. The terms and conditions of each appointment to the faculty shall be stated in a letter, signed by the President of Scripps College, counter- signed by the faculty member and returned to the President of Scripps College. A copy of the appointment letter shall be supplied to the faculty members. Any subsequent extensions to or modifications of an appointment or any special understandings shall be handled in the same manner.
5. With the exception of special appointments clearly limited to a brief association with the Corporation and reappointments of retired faculty members on special conditions, full-time appointments to the rank of instructor or higher shall be one of three kinds: (1) appointments with fixed terms; (2) probationary appointments; (3) appointments with continuous tenure.
6. The Vice President for Academic Affairs/Dean of Faculty shall consult annually with every person on a probationary appointment about the performance of his or her duties as a teacher and member of the faculty.
7. Probationary appointments may be for one (1) year, or for other stated periods, subject to renewal. The total period of full-time service at the Corporation prior to the acquisition of continuous tenure shall not exceed seven (7) years except by contractual agreement. Part-time or full-time appointments at other institutions shall not count toward acquisition of tenure by length of service unless approved by the President of Scripps College. Time spent on leave of absence shall not count as probationary period service, unless the individual and the Corporation agree to the contrary at the time leave is granted.
8. Written notice that a probationary appointment is not to be renewed shall be given to the faculty member in advance of the expiration of his or her appointment, as follows: (1) not later than March 1 of the first academic year of service, if the appointment expires at the end of that year; or, if a one (1) year appointment terminates during the academic year, at least three (3) months in advance of its termination; (2) not later than December 15 of the second academic year of service; if the appointment expires at the end of that year; or, if an initial two (2) year appointment terminates during an academic year, at least six (6) months in advance of its termination; (3) at least twelve (12) months before the expiration of an appointment after two (2) or more years of service at the Corporation. The Corporation will normally notify faculty members of the terms and conditions of their renewals by March 15, but in no case will such information be given later than April 15.
9. Termination of any appointment for medical reasons must be based upon clear and convincing medical evidence, which may, if the faculty member so requests, be reviewed by the faculty committee on appointments, promotions, and tenure before the Board of Trustees reaches a decision on the recommendation of the President of Scripps College.
10. Causes for dismissal of a faculty member with continuous tenure or with special, or non-renewable, or probationary appointments before the expiration of the specified terms are: (1) professional incompetence, (2) neglect of duty, (3) personal conduct that indicates an unfitness for association with and instruction of students, or (4) flagrant or repeated conduct contrary to the Corporation’s regulations or conduct, not legally protected, which is intended to prevent, or directly to incite others to prevent, anyone from performing his or her duties and from carrying on his or her lawful business within the Corporation.

All proceedings leading to a possible decision to dismiss for cause shall be conducted in accordance with procedures set forth in the Statement on Procedural Standards in Faculty Dismissal proceedings as approved by the Association of American Colleges and the Association of American University Professors in 1958.

None of the foregoing provisions of this Section 3 shall be applicable to appointments of administrative personnel with respect to the tenure of their administrative positions, but they shall apply to administrative personnel who hold academic rank with respect to their status and capacity as faculty members.

Article VII. Conflict of Interest

Section 1. Conflict of Interest Policy.

The Corporation shall have a Conflict of Interest Policy established by the Board of Trustees. The Conflict of Interest Policy shall be furnished to each Trustee or officer who is presently serving the Corporation, or who may hereafter become associated with the Corporation. The Conflict of Interest Policy shall be reviewed at least annually for new information and guidance from the Trustees, the officers of the College, and any new officers and Trustees shall be advised of the Conflict of Interest Policy upon undertaking the duties of their respective offices.

Article VIII. Non-Discrimination

Section 1. Non-Discrimination.

It shall be the policy of the Board of Trustees that the College admit students of any race, color, national or ethnic origin, or religious background to all the rights, privileges, programs, and activities generally accorded or made available to students at the College and that the College shall not discriminate on the basis of race, color, national origin, ancestry, religion, creed, belief, age, disability, veteran status, or sexual orientation in the administration of its educational policies, admission policies, scholarship and loan programs, and athletic and other College-administered programs.

It shall also be the policy of the Board of Trustees that the Corporation shall not discriminate with respect to its Trustees, faculty, administration, or staff, paid or volunteer, on the basis of race, religion, creed, national origin, ancestry, color, sex, age (if 40 or over), physical disability, mental disability, medical condition (i.e., cancer or genetic characteristics), marital status, sexual orientation, veteran status, or pregnancy, childbirth or related medical conditions of any female employee or volunteer.

This nondiscrimination policy of Board of Trustees shall be deemed to include any other category, class, status, or group of persons currently protected by applicable federal, state or local laws.

Article IX. Financial Provisions

Section 1. Agents and Representatives.

Under the ultimate direction of the Board of Trustees and subject to the requirements of these Bylaws, the Articles of Incorporation, and applicable law, the Board of Trustees, any Standing Committee, or any such committee designated by the Board of Trustees may appoint agents and/or representatives of the Corporation with such powers and duties to perform such acts or obligations on behalf of the Corporation as the Board of Trustees may from time to time prescribe.

Section 2. Execution of Instruments.

The Board of Trustees may authorize any officer or officers, agent or agents, or employees of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Trustees, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 3. Fiscal Year.

The fiscal year of the Corporation shall be from July 1st to June 30th.

Article X. Maintenance of Corporate Records

Section 1. Maintenance of Corporate Records.

The Corporation shall keep at its principal office in the State of California:

1. Minutes of all meetings of Trustees and committees of the Board of Trustees established pursuant to Section 1 of Article IV indicating the time and place of such meetings, whether regular or special, how called, the notice given, the names of those present and the proceedings thereof;
2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; and
3. A copy of the Corporation’s Articles of Incorporation and these Bylaws as amended to date.

Section 2. Trustees’ Inspection Rights.

Every Trustee shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind of the Corporation.

Article XI. Amendment of Bylaws

Section 1. Amendment of Bylaws.

These Bylaws, or any part of them, may be repealed or amended, or additional Bylaws may be adopted by the affirmative vote of a majority of the Trustees then in office. Notice of any proposed amendments to the Bylaws shall be circulated in writing to all Trustees in accordance with the notice provisions outlined in Section 10 of Article III hereto. No amendment of these Bylaws may extend the term of a Trustee beyond that for which such Trustee was elected.

Article XII. Indemnification

Section 1. Definitions.

For the purposes of this Article XII:

1. “agent” means any person who is or was a Trustee, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a Trustee, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a Trustee, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation;
2. “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and
3. “expenses” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification under Sections 4 or 5(ii) of this Article XII.

Section 2. Indemnification in Actions by Third Parties.

The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than actions by or in the right of the Corporation to procure a judgment in its favor; actions brought under Section 5233 of the Nonprofit Public Benefit Law; or actions brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent of the Corporation. The power to indemnify shall include expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

The Corporation shall, to the maximum extent permitted by law, and in the manner provided by law, indemnify any such persons who serve as Trustees, Life Trustees, or officers of the College, and any person serving on a committee established pursuant to Section 4 of Article IV.  The personal liability of such Trustees, Life Trustees, and officers shall be limited as and to the extent set forth in Section 18 of Article III and Section 11 of Article V, respectively.

Section 3. Indemnification in Actions By or in the Right of the Corporation.

The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party, by reason of the fact that such person is or was an agent of the Corporation, to any of the following types of threatened, pending or completed actions: ones by or in the right of the Corporation; ones brought under Section 5233 of the Nonprofit Public Benefit Law; or ones brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust. The power to indemnify shall include expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3:

1. In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation in the performance of such person’s duty to the Corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonable entitled to indemnity for the expenses which such court shall determine;
2. Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or
3. Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General.

Section 4. Indemnification Against Expenses.

To the extent that an agent of the Corporation has been successful on the merits in defense of any proceeding referred to above or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5. Required Determinations.

Except as provided in the above sections of this Article XII, any indemnification under this Article XII shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth above by:

1. A majority vote of a quorum consisting of Trustees who are not parties to such proceedings; or
2. The court in which such proceeding is or was pending upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the Corporation.

Section 6. Advance of Expenses.

Expenses incurred in defending any proceeding may be advanced by the Corporation prior to the final disposition of such proceeding upon receipt of any undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately the agent is entitled to be indemnified as authorized in this Article XII; provided, however, that such advance shall not be permitted if the Corporation is a private foundation within the meaning of Internal Revenue Code Section 509 and the agent is a disqualified person within the meaning of Internal Revenue Code Section 4946.

Section 7. Other Indemnification.

No provision made by the Corporation to indemnify its Trustees, Life Trustees, or officers for the defense of any proceeding, whether contained in these Bylaws, the Articles of Incorporation, a resolution of Board of Trustees, an agreement or otherwise, shall be valid unless consistent with this Article XII.  Nothing contained in this Article XII shall affect any right to indemnification to which persons other than such Trustees and officers may be entitled by contract or otherwise.

Section 8. Forms of Indemnification Not Permitted.

No indemnification or advance shall be made under this Article XII, except as provided in above sections relating to indemnification against expenses and required determinations, in any circumstances where it appears:

1. That it would be inconsistent with a provision of these Bylaws, the Articles of Incorporation, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
2. That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 9. Insurance.

The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Article XII. Notwithstanding the foregoing, the Corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the Corporation for a violation of Section 5233 of the Nonprofit Public Benefit Law (or any successor provision thereto).

Section 10. Non-Applicability to Fiduciaries of Employee Benefit Plans.

This Article XII does not apply to any proceeding against a trustee, investment manager, or other fiduciary of any employee benefit plan in such person’s capacity as such, even though such person may also be an agent of the Corporation as defined above. The Corporation shall have power to indemnify such trustee, investment manager, or other fiduciary to the extent permitted by subdivision (f) of Section 5140 of the Nonprofit Public Benefit Law.

Section 11. Federal and State Exculpatory Provisions.

Nothing in this Article XII shall limit or otherwise adversely affect the rights of qualifying agents of the Corporation under the Federal Volunteer Protection Act of 1997, as amended 42 U.S.C. Section 14501 et seq., Section 5047.5 of the California Corporations Code, Section 5239 of the Nonprofit Public Benefit Law or similar provisions of other laws or public policies limiting such liability, as now in effect or as any thereof may be amended.

Section 12. Separability.

Each and every paragraph, sentence, term, and provision of this Article XII is separate and distinct so that if any paragraph, sentence, term, or provision shall be held to be invalid or unenforceable for any reason, its invalidity or unenforceability shall not affect the validity or enforceability of any other paragraph, sentence, term, or provision of this Article XII. To the extent required, any paragraph, sentence, term, or provision of this Article XII may be modified by a court of competent jurisdiction to preserve its validity and to provide the claimant with, subject to the limitations set forth in this Article XII and any agreement between the Corporation and the claimant, the broadest possible indemnification permitted under applicable law.

Article XIII. Emergency Provisions

Section 1. Applicability.

The provisions of this Article XIII shall be operative only during an emergency resulting from an attack on the United States or on a locality in which the Corporation conducts its activities or customarily holds meetings of its Board of Trustees, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Trustees or of the Executive Committee, if any, cannot readily be convened for action. Under such conditions, a meeting of the Board of Trustees or of that committee may be called by any officer of the College or Trustee. Notice of a meeting so called need be given only to those Trustees or members of the committee, as the case may be, as it may be feasible to reach at the time and by the means feasible at the time including, without limitation, publication or radio.

Section 2. Emergency Quorum.

The Trustee or Trustees in attendance at the meeting of the Board of Trustees so called, and the member or members of the Executive Committee, if any, in attendance at the meeting of the committee so called, shall constitute a quorum. If none is in attendance at the meeting, the officers of the College or other persons designated on a list approved by the Board of Trustees before the emergency, all in the order of priority and subject to the conditions and for the period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the Board of Trustees or of the Executive Committee, be deemed Trustees or members of the committee, as the case may be, for the meeting.

Section 3. Line of Succession.

The Board of Trustees, either before or during any emergency, may provide, and from time to time modify, lines of succession in the event that during the emergency any or all officers of the College or agents of the Corporation shall for any reason be rendered incapable of discharging their duties. Any lines of succession created by the Board of Trustees, either before or during any such emergency, shall comply with the succession provisions of Section 6 and Section 8 of Article V hereto, concerning the roles of the Vice-Chair(s) of the Board and the Vice President for Academic Affairs/Dean of Faculty, respectively.

Section 4. Principal Office.

The Board of Trustees, either before or during any emergency, may, effective in the emergency, change the principal office or designate several alternative offices or authorize the officers of the College to do so.

Article XIV. Statutory References

Section 1. Statutory References.

All references in these Bylaws to statutes, rules, regulations and similar legislative action shall include such statutes, rules, regulations and similar legislative action as now in effect or as hereafter amended or supplemented and shall also include any successor statutes, rules, regulations and similar legislative actions.

Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the Nonprofit Public Benefit Law shall govern the construction of these Bylaws.