A NONPROFIT PUBLIC BENEFIT CORPORATION ORGANIZED 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 “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 (the “Board” or “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 College at such other places where the College 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 authorized number of Trustees shall be no fewer than twenty-four (24) and no more than forty (40) Trustees. The Board shall be composed of (i) Trustees nominated by the Trusteeship and Governance Committee pursuant to Section 3 of this Article III, (ii) four (4) Trustees nominated by the Alumnae Leadership Council (“ALC”) of the College, of which at least two (2) shall be Recent Graduate Trustees, pursuant to Section 4 of this Article III, and (iii) the President of the College, the President of the College’s Alumnae Association, and the Chair of the Scripps Association of Families, each of whom shall serve as an ex officio Trustee. In the event there are Co-Chairs of the Scripps Association of Families, the President of the College, in consultation with the Co-Chairs, shall select one of them to serve as the ex officio Trustee. Each Trustee shall have one vote and no Trustee may vote by proxy.
The Board of Trustees shall, from time to time, fix by resolution the exact number of authorized Trustees, subject to the limits specified in the preceding paragraph. Any increase or decrease in the exact number of authorized Trustees shall be effected by a majority vote of Trustees present 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 Trustees or in the number of Trustees of any class 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 5 of this Article III.
Section 3. Election and Term of Office.
All Trustees shall be elected by the Board. By a majority vote of Trustees present 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. All Trustees shall be nominated by the Trusteeship and Governance Committee, except for the three ex officio Trustees and as provided in Section 4 of this Article III.
Trustees, other than ex officio and ALC Nominated Trustees, shall serve an initial term of four (4) years and shall hold office until the expiration of the term for which elected and, if necessary to maintain the minimum number of Trustees, until a successor has been duly elected.
Except as provided in subsection (i) of this Section 3, Trustees may serve a maximum of three (3) consecutive four (4) year terms. The Board shall classify Trustees other than ex officio and ALC Nominated Trustees so that their terms are staggered, with the intention that only one-fourth (1/4) of such Trustees shall be elected each fiscal year. Any such Trustee who has served three (3) consecutive four (4) year terms, 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 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.
Exceptions to Term Limits.
(a) Exception for Chair. Notwithstanding the number of terms previously served, a Trustee elected Chair of the Board of Trustees may serve, one (1) year as Chair elect, one four (4) year term as Board Chair, and one (1) additional four (4) year term as past Chair.
(b) 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 the term limit under this Section 3.
(c) Inapplicability to Ex Officio Trustees. Notwithstanding any other provision of this Section 3, the term of any Trustee who is an ex officio Trustee by virtue of a position shall not be limited and any such Trustee shall serve on the Board of Trustees until that person’s 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.
(d) Inapplicability to ALC Nominated Trustees. The election and term of office for ALC Nominated Trustees, including Recent Graduate Trustees, shall be governed by the provisions of Section 4 of this Article III. Service time as an ALC Nominated Trustee shall not be considered in connection with the term limit set forth in this Section 3.
Section 4. Alumnae Leadership Counsel Nominated Trustees.
An “ALC Nominated Trustee” is a Trustee who has been nominated by the Scripps College Alumnae Leadership Council as set forth in this Section to serve as a Trustee, recommended by the Trusteeship and Governance Committee for election, and elected by the Board. A “Recent Graduate Trustee” is an ALC Nominated Trustee whose graduation from the College occurred five (5) or fewer years before commencing service as a Trustee.
Recent Graduate Trustees shall serve one (1) non-renewable term of three (3) years on the Board of Trustees. The other ALC Nominated Trustees shall each serve a term of three (3) years renewable only once after the completion of the initial three (3) year term. The alumnae of the College, acting by and through the Scripps College Alumnae Leadership Council, may nominate every three (3) years, or when necessary to fill a vacancy of a Recent Graduate Trustee or other ALC Nominated Trustee on the Board of Trustees, an ALC nominee for recommendation by the Trusteeship and Governance Committee for election by the Board of Trustees as a Recent Graduate Trustee or other ALC Nominated Trustee, as the case may be.
Section 5. Removal.
A two-thirds (2/3rds) vote of Trustees then in office may remove any Trustee, at any time, with or without cause.
Section 6. Resignation.
Any Trustee may resign effective upon giving written notice to any of the Chair of the Board, the President of the 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 College 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 7. 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 any class of Trustees is increased consistent with Section 2 of this Article III or by amendment of these Bylaws, or (iii) on the failure to elect or approve at any time the full authorized number of Trustees.
Trustee vacancies on the Board of Trustees may be filled by a majority vote of Trustees present 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, except as provided below, 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 in accordance with Sections 10 and 11 of this Article III, or (iii) a sole remaining Trustee. The filling of ALC Nominated Trustee vacancies shall be governed by the provisions of Section 4 of this Article III.
A person elected to fill any vacancy as provided by this Section 7 shall hold office until the expiration of the term for which elected and until a successor has been duly elected, unless such Trustee has been removed from office pursuant to Section 5 of this Article III.
Section 8. Compensation of Trustees.
With the exception of the President who receives compensation as an employee of the College, Trustees of the College shall serve in their capacity as Trustees without compensation. The payment or reimbursement of mileage or other actual expenses incurred in attending meetings or otherwise in the execution of the duties of a Trustee shall not constitute compensation.
Section 9. 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 11 of this Article III. The annual meeting of the Board of Trustees shall be the meeting held in May of each fiscal year.
Section 10. Special Meetings.
Special meetings of the Board of Trustees may be called at any time by the Chair of the Board, the President of the College, or at the request of any five (5) Trustees. Notice of special meetings of the Board of Trustees shall be given in accordance with the provisions of Section 11 of this Article III.
Section 11. Notice of Meetings.
Meetings of the Board of Trustees shall be held upon no less than five (5) calendar days’ notice by first-class mail or forty-eight (48) hours’ notice delivered by hand, by telephone, or by electronic mail to each Trustee by the Secretary of the Board. If sent by mail or electronic mail, the notice shall be deemed to be delivered on its deposit in the mails or transmission via electronic mail. Such notices shall be addressed to each Trustee at such Trustee’s address or email address as shown on the books of the College. 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. 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 12. 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:
(i) A quorum, established pursuant to these Bylaws, is present;
(ii) Either before or after the meeting each Trustee not present signs a written waiver of notice, consent to holding the meeting, or approval of the minutes thereof; and
(iii) 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 13. Quorum.
The majority of Trustees then in office shall constitute a quorum at any meeting of the Board of Trustees, but in no event shall a quorum be less than one-fifth (1/5) the authorized number of Trustees. Every act or decision done or made by a majority of the Trustees present 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.
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 14. Teleconference 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 College, as defined by Sections 20 and 21 of the California Corporations Code. Participation in a meeting through the use of such means constitutes presence in person at that meeting as long as all of the following apply:
(i)Each Trustee participating in the meeting can communicate with all of the other Trustees concurrently;
(ii)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 College; and
(iii)The College adopts and implements some means of verifying both of the following:
(a)A person participating in the meeting is a Trustee or other person entitled to participate in the meeting; and
(b)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.
Section 15. 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 and, except as provided in Section 7 of this Article III, the number of Trustees then in office constitutes a quorum. 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 15 and subject to the requirements of Section 5211(b) of the Nonprofit Public Benefit Law, “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 16. Non-Liability of Trustees.
Trustees shall not be personally liable for the debts, liabilities or other obligations of the College.
The personal liability (including personal liability to a third party for monetary damages) of any 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 College as and to the extent set forth in Article XII hereof.
Section 17. Former Trustees and Life Trustees.
Any person who has served as a Trustee on or after June 30, 2016, other than in an ex officio capacity, and is no longer serving as a Trustee shall be deemed a Former Trustee. Subject to the limitations of Sections 3 and 4 above, a Former Trustee may be considered by the Trusteeship and Governance Committee to be nominated for re-election to the Board as a Trustee. The College enthusiastically welcomes the involvement of Former Trustees in the activities of the College. 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 Trusteeship and Governance Committee to the Board of Trustees and approval by the Board of Trustees. The College enthusiastically welcomes the involvement of Life Trustees in the activities of the College. 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.
Life Trustees shall receive notice of and be permitted to attend all meetings of the Board of Trustees, committee briefings, 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 any right to vote on any matter presented to the Board for determination, shall not be counted for quorum purposes, and shall not attend executive sessions of the Board or meetings of Board Committees composed exclusively of Trustees. There shall be no limit to the number of Life Trustees.
Article IV. Committees
Section 1. Standing Committees of the Board of Trustees.
There shall be the following Standing Committees and Subcommittees of the Board of Trustees, the respective powers and duties of which are more fully described in this Article IV:
- Executive Committee
- Compensation Subcommittee
- Audit, Risk, and Compliance Committee
- Financial Stewardship Committee
- Mission Fulfillment Committee
- Scripps Beyond Committee
- Trusteeship and Governance Committee
No committee or subcommittee of the Board exercising the power and authority of the Board shall have as members any persons who are not Trustees, With the exception of the Executive Committee, and the Audit Risk & Compliance Committee to the limited extent set forth in Section 8 of this Article, none of the Standing Committees or Subcommittees of the Board shall exercise the power and authority of the Board of Trustees. The Chair of the Board and the President of the College shall be a voting member of all Standing Committees of the Board of Trustees, with the exception that the President of the College shall not be a member of the Audit, Risk, and Compliance Committee as set forth in Section 8 below.
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 College, except with respect to:
(i)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;
(ii)The filling of vacancies on the Board of Trustees or in any committee which has the authority of the Board of Trustees;
(iii)The fixing of compensation of the Trustees for serving on the Board of Trustees or on any committee;
(iv)The amendment or repeal of Bylaws or the adoption of new Bylaws;
(v)The amendment or repeal of any resolution of the Board of Trustees which by its express terms is not so amendable or repealable;
(vi)The appointment of committees of the Board of Trustees or the members thereof;
(vii)The expenditure of corporate funds to support a nominee for Trustee after there are more people nominated for Trustee than can be elected; and
(viii)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 Created Pursuant to Article IV. Section 2.
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, and any vice chair(s), 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 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.
From time to time, the Board of Trustees may, by resolution, create other committees of the Board of Trustees that are not delegated the power and authority of the Board of Trustees. Each such committee may consist of Trustees and non-Trustees.
Upon the recommendation of the Chair of the Board, the Board of Trustees shall appoint all Trustee members to serve on each such committee and each Standing Committee other than the Executive Committee. Each such Trustee member shall serve a one (1) year renewable term.
Upon the recommendation of the Chair of the Board, the Board of Trustees shall appoint all Non-Trustee members of any committee, who shall be selected and recommended to the Board for appointment in the manner set forth below. All non-Trustee members of the Standing Committees, Standing Subcommittees, and other committees of the Board of Trustees shall serve two (2) year renewable terms.
Subject to appointment by the Board, two (2) faculty members and two (2) student members shall be selected by their respective constituent groups to serve as members each of the Financial Stewardship, the Mission Fulfillment Committee, and the Scripps Beyond Committee. One of the two student members of the Mission Fulfillment Committee shall be the president of the Scripps Associated Students. The Chair of the Board shall recommend to the Board of Trustees the appointment of all other non-Trustee members to serve on any committees, which recommendations shall be made upon consultation with the chair of the Trusteeship and Governance Committee and with the concurrence of the chair of each such committee.
In addition to faculty and student members, up to two (2) additional non-Trustees may be appointed to the Financial Stewardship Committee, the Mission Fulfillment Committee, and the Scripps Beyond Committee. Up to four (4) non-Trustees may be appointed to the Investment Subcommittee. Non-Trustee members of each such committee or subcommittee shall not, in the aggregate, comprise greater than one-half (1/2) of any committee membership. Only Trustees may serve as members of the Audit, Risk, and Compliance Committee and the Trusteeship and Governance Committee.
Non-Trustee members of any committee of the Board of Trustees shall, except as specifically provided in Section 10 of this Article IV, have the same right to attend, speak, and vote at committee meetings as the Trustee members of such committees. Only Trustee members of a committee may be appointed Chair or Vice Chair of a committee or subcommittee. Non-Trustees are eligible to be appointed as a Co-Vice Chair of a committee or subcommittee.
Section 5. Committee Meetings and Notice of Meetings.
Meetings of all Standing Committees, Standing Subcommittees, and all other committees of the Board of Trustees may be called by the chair of each such committee or subcommittee or by the Board of Trustees. The Secretary of the Board shall maintain minutes of all such committee meetings and the committee chairs and/or co-chairs shall keep the Board of Trustees advised of their respective committee’s activities through oral or written reports.
Regular meetings of all committees or subcommittees 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 or subcommittee. Notice of such regular meetings, if not fixed by resolution, and special meetings for any such committees or subcommittee shall be given in accordance with the notice provisions for meetings set forth in Section 11 of Article III.
All committee and subcommittee meetings shall be limited to committee or subcommittee members only, and such support staff and invitees as determined by the committee or subcommittee Chair.
Section 6. Quorum
With respect to all committees and subcommittees of the Board of Trustees, one-third (1/3) of the members of each such committee or subcommittee, but in no event no less than two (2) members, shall constitute a quorum.
Section 7. Executive Committee and Compensation Subcommittee.
The Executive Committee shall be composed of the Chair of the Board, the Vice-Chair(s) of the Board, the President of the College, the chair of each Standing Committee of the Board of Trustees, the chair of each committee of the Board of Trustees, if any, 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, subject to the prohibitions exceptions listed in Section 2 of this Article IV and the following:
(i)The Executive Committee shall not amend resolutions of the Board of Trustees;
(ii)The Executive Committee shall not enter into contracts for the sale of real property that is a part of the College’s campus; or
(iii)Except in the event of an emergency, the Executive Committee shall not discharge officers of the College, faculty, or administration.
All actions of the Executive Committee that have been undertaken utilizing the full authority of the Board shall be reported to the full Board at or prior to the next regular meeting of the Board.
The Executive Committee will appoint a Compensation Subcommittee to assist the Board in determining just and reasonable compensation for the President of the College and the Vice President for Business Affairs/Treasurer, and will advise the President of the 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 College or otherwise meet the requirements of a disqualified person). The Compensation Subcommittee will be responsible for conducting, on an annual or more frequent basis, a review of the College’s executive compensation. The Compensation Subcommittee 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, Risk, and Compliance Committee, the chair of the Financial Stewardship Committee, and such other members of the Executive Committee as may be designated pursuant to Section 4 of this Article IV.
Any action or recommendation of the Compensation Subcommittee 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, if within the scope of its authority, the Executive Committee for approval.
Section 8. Audit, Risk, and Compliance Committee.
The Audit, Risk, and Compliance Committee will assist the Board in fulfilling its responsibilities to provide oversight to financial and enterprise risk management, including the annual financial audit and potential and existing risks; and to ensure the Board is compliant in all matters of reporting and filing.
The Audit, Risk, and Compliance shall select and engage independent accountants and shall review and approve the College’s audited annual financial statements. To the extent that the College participates in The Claremont Colleges, Inc.’s consortial comptroller’s office, the Chair of the Board shall appoint one of the members of the Audit, Risk, and Compliance Committee to serve as the College’s representative to the Audit Steering Committee of The Claremont Colleges, Inc. and shall select the College’s independent accountants through its participation on the Audit Steering Committee. If the Audit Steering Committee of The Claremont Colleges, Inc. fails to select independent accountants for any reason, then the Audit, Risk, and Compliance 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, Risk, and Compliance Committee.
To ensure the independence of the Audit, Risk, and Compliance Committee, less than one-half (1/2) of the membership of the Audit, Risk, and Compliance Committee shall be eligible to serve as members of the Financial Stewardship Committee. Audit, Risk, and Compliance Committee membership is limited to Trustees and shall not include the President of the College, the Vice President for Business Affairs/Treasurer, or other members of the College staff and of The Claremont Colleges, Inc., all of whom shall be excused from executive sessions. The chair of the Audit, Risk, and Compliance Committee shall not serve as a member of the Financial Stewardship Committee.
All actions and approvals of the Audit, Risk and Compliance Committee that have been undertaken utilizing the full authority of the Board shall be reported to the full Board at or prior to the next regular meeting of the Board.
Except for the selection and engagement of independent accountants and the review and approval of the College’s audited annual financial statements, any action or recommendation of the Audit, Risk and Compliance 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, if within the scope of its authority, the Executive Committee for approval.
Section 9. Financial Stewardship Committee and Investment Subcommittee.
The Financial Stewardship Committee will monitor the short and long-term financial health of the College and sustainability of the financial model.
The Investment Subcommittee of the Financial Stewardship Committee shall be responsible for investing the endowment assets of the College 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 Subcommittee 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 Subcommittee 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 College, as approved by the Board of Trustees. The Investment Subcommittee 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 Vice President for Business Affairs/Treasurer of the College shall serve as a non-voting member of the Investment Subcommittee and act as secretary for the Investment Subcommittee.
Any action or recommendation of the Financial Stewardship Committee or the Investment Subcommittee, as applicable, 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, if within the scope of its authority, the Executive Committee for approval.
Section 10. Mission Fulfillment Committee.
The Mission Fulfillment Committee will be tasked with ensuring that the College is currently, and in perpetuity, able to fulfill the institutional mission, including matters relating to student life, academic affairs, admissions and financial aid. Non-Trustee members of the Mission Fulfillment Committee shall not be present at the meetings when matters involving faculty welfare, appointments, reappointments, promotion, or dismissals are being considered, or be entitled to vote on such matters.
Any action or recommendation of the Mission Fulfillment 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, if within the scope of its authority, the Executive Committee for approval.
Section 11. Scripps Beyond Committee.
The Scripps Beyond Committee will monitor and support partnerships, extensions, and opportunities to expand the engagement of the College with alumnae, parents, The Claremont Colleges, the local community, country, and world.
Any action or recommendation of the Scripps Beyond 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, if within the scope of its authority, the Executive Committee for approval.
Section 12. Trusteeship and Governance Committee.
The Trusteeship and Governance Committee will facilitate the effective functioning of the Board in terms of membership, structure, self-management, and board governance compliance to ensure effective governance consistent with the mission of the College and the long-term sustainability of the institution.
Any action or recommendation of the Trusteeship 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, if within the scope of its authority, 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 the 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 the College or the Chair of the Board, and neither the President of the College nor the Vice President for Academic Affairs/Dean of Faculty may serve concurrently as Chair of the Board. The officers of the College shall have the authority to bind the College 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 College 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 be nominated by the Chair of the Board and each also must 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 (if the Secretary of the Board is also a Trustee) 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 the 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, the Vice President for Business Affairs/Treasurer and the Secretary of the Board (if the Secretary of the Board is not also a Trustee) shall be appointed by the Board of Trustees upon the recommendation of the President of the 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 a Board-approved 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. In addition, the President of the College shall have the power to recommend to the Board of Trustees the removal of the Vice President for Academic Affairs/Dean of Faculty, the Vice President for Business Affairs/Treasurer, or any other officers appointed by the Board pursuant to this Article V.
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 the 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 a board-approved 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 appointment by the Board of Trustees, upon nomination by the Chair. 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 College 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 four (4) 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.
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 the Chair’s place and perform the Chair’s 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 Colleges, Inc., and other key constituencies, the President of Scripps College shall provide the vision, direction, and leadership for the College. The President of the College shall have general oversight of instruction, administration, and discipline; the President of the College shall make all initial appointments without tenure 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 the College shall perform the duties customarily performed by college presidents.
Section 8. Vice President for Academic Affairs/Dean of Faculty.
The Vice President for Academic Affairs/Dean of Faculty shall directly report to the President of the 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 the 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. If the President of the College is on a leave of absence or becomes incapacitated, the Vice President for Academic Affairs/Dean of Faculty shall be the acting President of the College.
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 the 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 College. The Vice President for Business Affairs/Treasurer shall directly report to the President of the College and shall serve at the pleasure of the Board of Trustees and the President of the 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 real property, facilities, and equipment. 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 be 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 the College. The Vice President for Business Affairs/Treasurer shall serve as the College’s representative to consortial committees of The Claremont Colleges, Inc., as determined by the President of the 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 the 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 College, the records identified in Article X, Section 1 of these Bylaws. The Secretary of the Board shall also keep, or cause to be kept, at the principal office of the College a certified copy of the College’s Articles of Incorporation and Bylaws, each 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 College 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 College is given the power and duty of conducting the business of the College. Supporting teaching and intellectual freedom, the Board of Trustees recognizes that the power over education matters committed to the faculty should be maintained in the faculty, subject, however, to review, approval and determination by the Board of Trustees in its discretion, including its review and approval of any material changes to the curriculum.
Section 2. Faculty.
The faculty shall consist of the President of the College, the Vice President for Academic Affairs/Dean of Faculty, such other vice presidents as designated by the President, all instructors, irrespective of rank, who have been appointed by the President, the librarian of Denison Library, and such other persons as shall have been appointed to membership in the faculty by President of the College. Subject to the Board of Trustees oversight set forth in Section 1 above, it shall be the function of the faculty:
(i)To form such organization of the entire teaching staff, adopt such rules of procedure and/or voting rights, and establish such committees as may seem appropriate.
(ii)To initiate 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.
(iii)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 College.
(iv)To recommend degrees in course to be conferred by the Board of Trustees. Suitable diplomas shall be issued, signed by the President of the College and the Chair of the Board, to which the seal of the College 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:
(i) All faculty appointments shall be for a specified rank (instructor, lecturer, senior lecturer, assistant professor, associate professor, professor, and “visiting” appointments to the faculty).
(ii) The President of the College shall have full responsibility for recommending to the Board of Trustees for action all tenure-track reappointments, promotions and appointments to tenure, and dismissals. The President of the College is empowered to grant all faculty leaves of absence, and make all initial appointments or non-tenure-track reappointments to the faculty without prior approval of the Board of Trustees; provided, however, that the President shall report all such actions relating to tenure-track faculty to the Board at or prior to the next regular meeting of the Board. The President of the College shall obtain advice in such matters from the faculty committee on appointments, promotions, and tenure and from the Vice President for Academic Affairs/Dean of Faculty.
(iii) 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, and general usefulness to the College.
(iv) The terms and conditions of each appointment to the faculty shall be stated in a letter, signed by the President of the College or the Vice President for Academic Affairs/Dean of Faculty, and the faculty member. Any subsequent extensions to or modifications of an appointment or any special understandings shall be handled in the same manner.
(v) With the exception of special appointments clearly limited to a brief association with the College 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.
(vi) The Vice President for Academic Affairs/Dean of Faculty, or his/her designee, shall consult annually with every person on a probationary appointment about the performance of such faculty member’s duties as a teacher and member of the faculty.
(vii) Probationary appointments may be for one (1) year, or for other stated periods, subject to renewal. The total period of full-time service as a faculty member at the College prior to the acquisition of continuous tenure shall not exceed six (6) 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 the College. Time spent on leave of absence shall not count as probationary period service, unless the individual and the College agree to the contrary at the time leave is granted.
(viii) Written notice that a probationary appointment is not to be renewed shall be given to the faculty member in advance of the expiration of such appointment.
(ix) Termination of any appointment for reason of a disability that cannot be reasonably accommodated, 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 the College.
(x) Causes for dismissal of a faculty member with 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 College’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 College.
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 College 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 College, or who may hereafter become associated with the College, as well as to all non-Trustee members of any committees of the Board. 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, and non-Trustee members of any committees of the Board, 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, immigration status, 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 College 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, immigration status, color, sex, age (if 40 or over), physical disability, mental disability, medical condition (i.e., cancer or genetic characteristics), marital status, sexual orientation, gender identity, 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 College with such powers and duties to perform such acts or obligations on behalf of the College 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 College to enter into any contract or execute and deliver any instrument in the name of and on behalf of the College, 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 College 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 College shall be from July 1st to June 30th.
Article X. Maintenance of Corporate Records
Section 1. Maintenance of Corporate Records.
The College shall keep at its principal office in the State of California:
(i)Minutes of all meetings of Trustees and committees and subcommittees of the Board of Trustees established pursuant to these Bylaws 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;
(ii)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
(iii)A copy of the College’s Articles of Incorporation and these Bylaws as amended to date.
Section 2. Trustees’ Inspection Rights.
To the fullest extent permitted by applicable law, every Trustee shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind of the College.
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 11 of Article III hereto. No amendment of these Bylaws may change the term of a Trustee from that for which such Trustee was elected.
Article XII. Indemnification
Section 1. Definitions.
For the purposes of this Article XII:
(i) “agent” means any person who is or was a Trustee, officer, employee or other agent of the College, including if applicable a Life Trustee or other non-Trustee serving on any committee or subcommittee of the Board, or is or was serving at the request of the College 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 College or of another enterprise at the request of such predecessor corporation;
(ii) “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and
(iii) “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 College 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 College 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 College. 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 College 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 College or that the person had reasonable cause to believe that the person’s conduct was unlawful.
The College 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 non-Trustee serving on a committee established pursuant to these Bylaws. The personal liability of Trustees and officers shall be limited as and to the extent set forth in Section 16 of Article III and Section 11 of Article V, respectively.
Section 3. Indemnification in Actions By or in the Right of the College.
The College 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 College, to any of the following types of threatened, pending or completed actions: ones by or in the right of the College; 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 College, 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:
(i)In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the College in the performance of such person’s duty to the College, 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;
(ii)Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or
(iii)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 College 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 College 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:
- A majority vote of a quorum consisting of Trustees who are not parties to such proceedings; or
- The court in which such proceeding is or was pending upon application made by the College 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 College.
Section 6. Advance of Expenses.
Expenses incurred in defending any proceeding may be advanced by the College 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 College 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 College 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:
- 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
- That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
Section 9. Insurance.
The College shall have power to purchase and maintain insurance on behalf of any agent of the College 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 College would have the power to indemnify the agent against such liability under the provisions of this Article XII. Notwithstanding the foregoing, the College shall have no power to purchase and maintain such insurance to indemnify any agent of the College 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 College as defined above. The College 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 College 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 College 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 College 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 College shall for any reason be rendered incapable of discharging their respective 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.
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