“What a Saint Mary’s education means to me is that people don’t underestimate you.”
CODE OF BYLAWS OF THE CORPORATION OF SAINT MARY'S COLLEGE, NOTRE DAME
An Indiana Nonprofit Corporation
ARTICLE I
IDENTIFICATION; MEMBERSHIP; AND MISSION
Section 1.1. Identification
These are the Bylaws of The Corporation of Saint Mary's College, Notre Dame (the "Corporation"), an Indiana nonprofit corporation, which was founded by the Congregation of the Sisters of the Holy Cross ("Congregation") and for which a Certificate of Incorporation was issued on the 19th day of July, 1972.
Section 1.2. Name and Purpose
The name and purpose of the Corporation are set forth in the Articles of Incorporation, which purposes include the sponorship and management of Saint Mary's College ("College").
Section 1.3. Roman Catholic Organization; Mission.
This Corporation is incorporated as a Roman Catholic organization in accord with and subject to the tradition, teaching, and Canon Law of the Roman Catholic Church. The mission of the College is to be a Roman Catholic institution, providing higher education in the liberal arts tradition grounded in the Congregation's philosophy of education, with (i) a focus on excellence in both liberal education and professional preparation, (ii) a commitment to the best expression of the Catholic tradition; and (iii) a special emphasis on and proficiency in the education of women.
Section 1.4. Type of Corporation.
This is a public benefit corporation.
Section 1.5. Membership
The Corportation has no members.
ARTICLE II
HISTORY; INTERPRETATION; PLACEMENT OF SISTERS
Section 2.1. History.
The College dates its founding (1844) from the first record of Sisters of the Congregation ("Sisters") engaging students in the United States. The fundamental character of the College and the education it offers were determined over the course of the following century by the vision and commitment of those Sisters whose professional and personal talents found outlet in the College. As the governance of the College has evolved, two things have remained constant: the commitment of the Congregation to the advancement of the best interests of the College and the College's commitment to the Congregation's tradition of education.
Section 2.2. Interpretation.
While placing ultimate authority in the hands of a Board of Trustees composed of the religious and lay leadership of the College, these Bylaws are intended to recognize that the fundamental character of the College is uniquely defined by its association with the Congregation. Included in the Bylaws are provisions regarding Major Decisions (as defined in Section 3.3) designed to ensure that the College retains its grounding in the Congregation's philosophy of education. The interpretation of the Bylaws shall be consistent with the provisions of Section 1.3 and this Section 2.2.
Section 2.3. Placement of Sisters.
Through their service to the College, Sisters provide explicit witness to the heritage and distinctive character of the College. To the extent permitted by law, the College will endeavor to place Sisters in positions to the extent that qualified Sisters are available to be missioned. All services provided by Sisters will be pursuant to agreement between the College and the Congregation.
ARTICLE III
BOARD OF TRUSTEES
Section 3.1. General Powers.
The control and management of the affairs of the Corporation shall be vested in its Board of Directors, which may be so called if required by law, but which shall be referred to as the Board of Trustees.
Section 3.2. Number and Tenure.
The number of trustees ("Trustees") shall be at least twenty-six (26) and no more than forty (40). The actual number of Trustees may be fixed or changed, from time to time, within the maximum and minimum, by the Board. The election or appointment by the Board of any Trustee within the maximum and minimum will be deemed to fix or change the number of Trustees. Notwithstanding anything in this Section 3.2 to the contrary, no decrease in the number of Trustees shall shorten the term of any Trustee then in office.
Section 3.3. Class Voting Rights.
There shall be two classes of members on the Board namely:
Class One. The President of the Congregation or her designee (who shall be a member of the General Counsel of the Congregation), and two other persons appointed by the President of the Congregation ("Class One Trustees"); and
Class Two. All other Trustees ("Class Two Trustees"). Class Two Trustees must include:
(i) At least four Trustees who are Sisters of the Holy Cross or other Roman Catholic religious or Roman Catholic clergy;
(ii) the President;
(iii) the President of Saint Mary's College Alumnae Association;
(iv) one member of the College faculty; and
(v) one member of the College studenty body (which member may be a graduate or undergraduate student) ("Student Trustee").
Notwithstanding any provision to the contrary in these Bylaws, a majority vote of both Class One Trustees and Class Two Trustees shall be required for the following actions (each, a "Major Decision"):
(A) Amending the Articles of Incorporation;
(B) Appointing, reappointing, or removing the President;
(C) Selling, leasing, purchasing, mortgaging real estate or buildings owned by the Corporation;
(D) Merging or affiliating (which changes the governance or identity of the College) the Corporation or the College with another corporation or college;
(E) Amending any of the following Bylaws:
1. Article 1 Identification; Membership, and Mission;
2. Article II History; Interpretation; Placement of Sisters;
3. Section 3.2 Number and Tenure;
4. Section 3.3 Class Voting Rights;
5. Section 3.4 Appointment of Class One Trustees and Terms;
6. Section 3.6 Vacancies;
7. Section 3.7 Removal;
8. Section 5.8 Mission Integration;
9. Section 6.3 Vice President for Mission;
10. Section 8.1 Executive Committee Membership;
11. Section 9.1 Trusteeship Committee Membership;
12. Article XI Indemnification;
13. Article XII Dissolution; Reversion;
14. Article XV Limitation on Activities; and
11. Section 16.1 Amendment.
Section 3.4. Appointment of Class One Trustees and Terms.
Class One Trustees shall be appointed by the President of the Congregation. Each Class One Trustee shall hold office for a term determined by the President of the Congregation.
Section 3.5. Election of Class Two Trustees and Terms.
Class Two Trustees shall be elected at the annual meeting of the Board by a majority of the Trustees then in office.
Except as provided below in this Section 3.5, each Class Two Trustee shall hold office for a term of three (3) years or until his/her successor shall have been elected and qualified. Each Class Two Trustee shall be eligible to serve a meximum of three (3) successive three (3) year terms in addition to any initial partial term, and shall be eligible for reelection to the Board after the expiration of a one (1) year absence from the Board; provided, that, if recommended by the Trusteeship Committee, a Class Two Trustee that is also the Chair, Vice Chair, Secretary, or Treasurer (collectively, the "Officers of the Board") shall be eligible to serve at least one (1) year as a Trustee immediately after the completion of his/her term as an Officer.
The President of the Saint Mary's College Alumnae Association shall serve one (1) two (2) year term and the Student Trustee shall serve a one (1) year term.
Service on the Board as one class of Trustee shall not affect eligibility to serve, at another time, is the other class of Trustee.
Section 3.6. Vacancies.
Any vacancy of a Class Two Trustee may be filled through a vote of a majority or the remaining members of the Board at the next meeting of the Board. Any vacancy of a Class One Trustee shall be filled through an appointment by the President of the Congregation.
Section 3.7. Removal.
Class Two Trustees may be removed without cause by vote of two-thirds (2/3) of all of the Trustees at a special meeting of the Board duly called and constituted for that purpose. A Class One Trustee may be removed with or without cause by the President of the Congregation.
Section 3.8. Nomination Procedure.
For Class Two Trustees, the Trusteeship Committee shall recommend candidates for election or reelection to the Board through procedures adopted by the Board. A slate of candidates with biographical information for each prospective Trustee shall be provided all Trustees at least ten (10) days in advance of the annual or special meeting of the Board at which an election is scheduled.
Section 3.9. Appointment Procedure.
For Class One Trustees, the President of the Congregation shall notify the Board of the name of proposed Class One Trustees and the Chair of the Corporation shall then declare the appointment of the Class One Trustees at the next meeting of the Board.
Section 3.10. Regular Meetings.
A regular annual meeting of the Board shall be held in the Fall, on a date to be fixed by the Chair. At the Fall meeting an election of the Chair shall be held to become effective on immediately following June 1. A regular annual meeting of the Board shall also be held in the Spring, on a date to be fixed by the Chair, for the purpose of electing Trustees, Officers of the Board (with the exception of the Chair), and such other business as the Board deems appropriate. The Board shall have at least one (1) other meetings each calendar year.
Section 3.11. Special Meetings.
Special meetings of the Board may be called by the Chair or the President or at the request of any seven (7) Trustees. The person or persons calling such meeting shall give written notice thereof to the Secretary who shall, personally or by mail, electronic mail, or facsimile, and at least two (2) business days prior to the date of such special meeting, give notice to the Board members. The notice of the meeting shall contain a statement of the purpose for which the meeting is called and business at such special meeting shall be limited to the called purpose.
Section 3.12. Location of and Participation at Meetings.
Meetings of the Board shall be held at the College or any other place as may be agreed to by the Board.
The Board may permit any or all Trustees to participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all Trustees participating may simultaneously hear each other during the meeting. A Trustee participation in a meeting by this means is deemed to be present in person at the meeting.
Section 3.13. Quorum and Manner of Acting.
A majority of all Trustees shall constitute a quorum; provided, however, that if an issue being discussed and voted on at a meeting is a Major Decision, then a majority of Class One Trustees plus a majority of Class Two Trustees shall contitute a quorum. Subject to the provisions of Section 3.3 for Major Decisions, the act of a majority of the Trustee present at a meeting at which a quorum is present shall be the act of the Board.
All meetings of the Board shall be conducted in accordance with Roberts Rules of Order.
Section 3.14. Waiver of Notice.
Before any meeting of the Board, any Trustee may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice. The presence of any Trustee at a meeting or his/her subsequent consent to the actions taken thereat shall, as to such Trustee, constitute a waiver of notice of the time, place, and purpose thereof. If all Trustees are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 3.15. Action in Lieu of Meeting.
Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting if all members of the Board shall, individually or collectively, consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as an unanimous vote of the Trustees. Any certificate or other document filed under law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board without a meeting, and that the Bylaws authorize the Trustees to so act.
The Board may permit any or all Trustees to participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all Trustees participating may simultaneously hear each other during the meeting. A Trustee participating in a meeting by this means is deemed to be present in person at the meeting.
Section 6.16. Trustees Emerti/Emeritae.
Upon recommendation of the Trusteeship Committee, Trustees who have served with distinction for at least two (2) terms may be elected by the majority of the Board as Trustees Emeriti/Emeritae. The total number of Trustees Emeriti/Emeritae cannot exceed one-third (1/3) of the total number of elected Trustees. Except for the Executive Committee and Trusteeship Committee, they shall be eligible to serve on Board committees, with voting rights, and shall speak freely at all Board and committee meetings. They shall not, however, have voting privileges at Board meetings and shall not be counted as part of quorum determinations. Trustees Emeriti/Emeritae shall be sent notices and minutes of all Board meetings and shall be encouraged to attend Board meetings or otherwise accept special assignments by the Board.
Section 3.17. President Emerita/Emeritus.
The Board of Trustees, upon the recommendation of the Trusteeship Committee, may confer Emerita or Emeritus status upon a retired president who has served with distinction through accomplishments and length of service and who has shown evidence of advancing the mission of Saint Mary’s College. Such recognition shall be deemed to be an honor of the hightest order and shall not be conferred as a matter of due course, but rather reserved for those whose service is most exemplary. Ordinarily, Emerita or Emeritus status will be conferred only upon persons who have ten (10) years or more of service and retire from Saint Mary’s College.
The rights and privileges extend to Emerita or Emeritus Presidents will be determined by the Board. While a President Emerita or Emeritus has no specific duties or obligations from time to time she or he may be invited by the Board of Trustees or the incumbent President to perform ceremonial duties, representing the College, or contribute expertise to special initiatives. The Board of Trustees reserves the right to revoke the title of Emerita or Emeritus and the privileges associated with the title.
ARTICLE IV
AUTHORITY AND RESPONSIBILITIES OF THE BOARD
Section 4.1. General Powers.
The Board shall have and exercise those corporate powers prescribed by law. Its ultimate authority is affirmed through its general, academic, and financial policy-making functions and its responsibility for the Corporation's financial health and welfare. The Board shall exercise ultimate corporate authority as set forth in these Bylaws and in such policy documents it deems to be appropriate. These Bylaws and other resolutions of the Board shall take precedence over all other College statements, documents, and policies.
Section 4.2. Authority.
Subject to Section 3.3 for Major Decisions, the Board shall have the authority to carry out all lawful functions which are permitted by these Bylaws or by the Articles of Incorporation. This authority shall include but shall not be limited to these illustrative functions:
(A) Determine and periodically review the College's mission and purpose;
(B) Appoint the President and set appropriate conditions of employment;
(C) Support the President and assess his or her performance by charging the Officers of the Board to review and evaluate annually the President's performance and at least every five years to authorize a formal assessment of his or her performance. If no Class One Trustee is serving as an Officer of the Board, a Class One Trustee, selected by the President of the Congregation, shall serve with the Officers of the Board to perform these functions. The Officers of the Board, together with the Chair of the Audit, Risk and Legal Committee and a Class One Trustee (if there is not already a Class One Trustee who is an Officer of the Board), on behalf of the Board, shall annually review and approve the compensation of the President, Officers, and key employees.
(D) Review and approve proposed major changes in the College's academic programs and the major enterprises consistent with the College's mission, plans, and financial resources;
(E) Approve institutional policies bearing on faculty appointment, promotion, tenure, and dismissal as well as personnel or anti-discrimination policies for other categories of employees;
(F) Approve the annual budget and annual tuition/fees, regularly monitor the College's financial condition, and establish policy guidelines affecting all institutional assets including investments and the physical plant;
(G) Contribute financially to the College's fund raising goals and participate actively in strategies to secure sources of support;
(H) Authorize debt financing;
(I) Authorize the construction of buildings;
(J) Authorize the selling, leasing, buying, or mortgaging of real estate or buildings owned by the Corporation;
(K) Merge the Corporation or the College with another corporation or college;
(L) Approve such policies that contribute to the best possible environment for students to learn and develop their abilities, and that contribute to the best possible environment for the faculty to teach, pursue their scholarship, and perform public service, including the protection of academic freedom;
(M) Approve all earned and honorary degrees;
(N) Serve actively as advocates for the College in appropriate matters of public policy in consultation with the President and other responsible parties as the Board shall determine;
(O) Review annually the Board's performance and periodically authorize formal assessments of the Board's performance;
(P) Cause an annual report to be made by the President to the Board consisting of a statement of the mission, academic, and fiscal operations and properties of the College for the preceding year and plans for the succeeding year;
(Q) Amend the Articles of Incorporation; and
(R) Be attentive to any Congregational concerns relating to the College which may, from time to time, be addressed by General Chapters of the Congregation.
ARTICLE V
OFFICERS
Section 5.1. Officers of the Corporation.
The Officers of the Corporation shall be the Officers of the Board (i.e., Chair, Vice Chair, Secretary, and Treasurer of the Board) and the President. Together, the Officers of the Corporation and the Adminstrative Officers (defined in Section 6.1 below) are referred to in these Bylaws as "Officers".
Section 5.2. Election and Term of Office.
Officers of the Corporation shall be nominated by the Trusteeship Committee and by any Trustee at any meeting of the Board considering the election of Officers. The Board will then vote on the nominee(s), with the nominee for such office receiving a simple majority of votes cast for such office being elected. The newly-elected Officers of the Corporation assume office on June 1 of the year they are elected. Each officer shall serve one (1) three-year term. Upon expiration of a term, an officeholder will be eligible for election to the same or a different office only after a one (1) year absence from office except that the Vice Chair, Secretary, or Treasurer may be elected to the office of Chair without a one (1) year absence from holding an office and a Trustee elected to serve out the unexpired term of an Officer of the Corporation may be reelected to the same office without the one year absence. The Board may elect to grant Trustees filling an unexpired term a one-time extension, up to two (2) years, in order to allow experienced and willing Trustees to fulfill a three-year Officer term.
Section 5.3. Chair.
The Chair shall preside at all Board and Executive Committee meetings with a right to vote, appoint committee Chairs, determine the composition of all Board committees, and otherwise serve as spokesperson for the Board. He or she shall serve as Chair of the Executive Committee, be an ex officio member of all other standing committees of the Board, and have other duties as the Board may prescribe from time to time.
Section 5.4. Vice Chair.
In the absence of the Chair, the Vice Chair shall perform the duties of the office of the Chair including presiding at Board and Executive Committee meetings. He or she shall be Chair of the Trusteeship Committee and have other powers and duties as the Board may from time to time prescribe.
Section 5.5. Secretary.
The Secretary shall ensure that the Trustees are acting in accordance with the Bylaws, Bylaw amendments are promptly made as necessary, minutes of Board and Executive Committee meetings are accurate and promptly distributed to all Trustees, meetings are properly scheduled and Trustees notified, and Board policy statements and other official records are properly maintained. The Secretary shall authenticate records and documents of the Corporation. The Secretary shall perform other duties as prescribed from time to time by the Board and may be assisted in all duties by a staff person designated by the President of the College.
Section 5.6. Treasurer.
The Treasurer shall serve as the Board's leader on all financial management policy matters. He or she shall ensure that all Trustees regularly receive the College's appropriate and comprehensive financial statements that include comparisons of revenues and expenditures with the approved annual budget and the preceding fiscal year for the same time periods. The Treasurer shall ensure that other financial reports, including those for special or major Board-approved expenditures, Corporation investments, and annual or special audits, are provided all Trustees in a timely manner for review and discussion as appropriate. He or she shall work closely, as appropriate or necessary, with the Corporation's chief financial officer, Board-approved auditor, and shall serve as an ex officio voting member of the Audit, Risk and Legal Committee.
Section 5.7. President.
The President serves at the pleasure of the Board for such term, compensation, and with such conditions of employment as it shall determine. The President shall be the College's chief executive officer and the chief advisor to the Board. The President shall be an ex officio member of the Board with a right to vote. The authority of the President is vested through the Board and includes responsibilities for all College educational and managerial affairs. The President shall be responsible for leading the College, implementing all Board policies, keeping the Board informed on appropriate matters, consulting with the Board in a timely manner on matters appropriate to its policy making and fiduciary functions, and serving as the College's key spokesperson. The President shall have authority to execute all documents on behalf of the College and the Board consistent with Board policies and the best interests of the College. The President shall serve ex officio as a member of all Board committees except the Audit, Ris, and Legal Committee.
Section 5.8. Mission Integration
Prior to the annual meeting of the Board, the Chair and the President shall meet with the President of the Congregation.
ARTICLE VI
ADMINISTRATIVE OFFICERS
Section 6.1. Administrative Officers of the Corporation.
The Administrative Officers of the Corporation, who are not officers as contemplated by Ind. Code § 23-17-14-1, shall be the Provost and Senior Vice President, Vice President for Mission, Vice President for Advancement, Vice President for Student Engagement and Enrollment, Senior Vice President for Strategy and Finance, Vice President for Inclusion and Equity, and General Counsel. Upon the recommendation of the President, the Board may approve a change in title and duties of any Administrative Officer (other than the Vice President for Mission) and the appointment of other Administrative Officers.
Section 6.2. Terms and Authority of the Administrative Officers.
Except for the Vice President for Mission, the Administrative Officers shall serve for such terms and have such authority and responsibilities as the President shall determine in consultation with the Board. In the absence or disability of the President, the Provost and Senior Vice President shall perform the President's administrative duties on behalf of the College until other direction is provided by the Board.
Section 6.3. Vice President for Mission.
The President of the Congregation (or her designee) and the President will mutually agree on the duties and responsibilities of the Vice Presient for Mission and mutually appoint the person to serve in such office. The Vice President for Mission will report to the President. The President of the Congregation (or her designee) and the President will together review the performance of the Vice President for Mission and will mutually decide upon retention or termination. The President will give notice of any termination.
ARTICLE VII
COMMITTEES
Section 7.1. Standing Committees.
The standing committees include the following:
(A) Executive Committee;
(B) Audit, Risk and Legal Committee;
(C) Mission Committee; and
(D) Trusteeship Committee.
The Board, by appropriate resolution, may create other committees (standing or ad hoc) in addition to those provided in these Bylaws, and may deactivate, rename, or combine any committee, with the exception of the Executive, Mission, Trusteeship, and Audit, Risk and Legal Committees. Each committee shall have a Chair. With the exception of the Executive Committee (as provided in Section 8.2 below), no standing or ad hoc committee shall have the power to act on behalf of the Board.
Section 7.2. Membership.
Subject to approval by the Board, the Chair of the Board shall have the responsibility of appointing the Chair and members of all Board committees, provided that a majority of the members of each committee shall be Trustees. All Trustee and non-Trustee members of committees have the right to vote in matters before such committee. The Chair and the President shall be ex officio members, with a right to vote, of all standing committees, provided that the President shall not be a member of the Audit, Risk and Legal Committee.
Section 7.3. Meetings.
Each committee shall meet at least two (2) times annually and regularly report on its work and recommendations to the Board. All committees shall keep minutes and distribute them to the Board.
Section 7.4. Audit, Risk and Legal Committee.
The Audit, Risk and Legal Committee shall provide oversight of the College’s financial practices, internal controls and other risk mitigation inititatives, financial management, and standards of conduct. It shall maintain such procedures and provide such reviews as will maintain the tax exempt status of the College.
Section 7.5. Mission Committee.
The Mission Committee shall ensure that the College continues and deepens the distinguished heritage of the Congregation by maintaining educational excellence and a steadfast commitment to Gospel living in the modern world among all segments of the College: Board, faculty, staff, students, alumnae, and friends. It shall foster a variety of ways to assist and energize the College’s commitment to the mission and vision of the College as lived through the core values: Learning, Community, Faith/Spirituality, and Justice. The Vice President for Mission shall be a member of the Mission Committee.
ARTICLE VIII
EXECUTIVE COMMITTEE
Section 8.1. Executive Committee Membership.
The Executive Committee shall include among its membership the Chair (who shall act as Chair of this committee), the President, two Class One Trustees (appointed to the Executive Committee by the President of the Congregation), the Vice Chair, the Secretary, and the Treasurer and the Chairs of the standing committees.
Section 8.2. Purpose.
The Executive Committee shall act as the Board's agent in helping the President address matters of business between regular board meetings that cannot or should not be deferred to the Board's next scheduled meeting and the Executive Committee will have authority to act on such emergency matters. The Executive Committee will also assist the Chair and the President in their joint responsibility to help the Board to function effectively and efficiently by suggesting Board meeting agenda items and periodically assessing the quality of committee work. In order to protect the assets of the Corporation, the Executive Committee shall receive reports from the Corporation's legal counsel concerning such actual, impending, or potential litigation involving the Corporation or which might involve the Corporation, as such counsel is from time to time made aware. The Executive Committee shall oversee the work of the Board committees, the College's planning process, and the College's progress on planning goals. The Executive Committee shall participate in the evaluation of the President's performance. The Executive Committee shall have authority to act for the Board on all matters except for the following which shall be reserved to the Board:
(A) Any Major Decision;
(B) Selection of the Trustees and Officers of the Corporation;
(C) Incurring of indebtedness on behalf of the Corporation;
(D) Adoption of the annual budget;
(E) Conferral of degrees;
(F) Other powers reserved to the Board, from time to time by the Board.
Section 8.3. Meetings.
The Executive Committee shall meet as often as necessary to address the emergency matters described in the first sentenace of Section 8.2. A simple majority of the Executive Committee members shall constitute a quorum, so long as at least one member in attendance is a Class One Trustee. The act of a majority of the Executive Committee members present at a meeting at which a quorum is present shall be an act of the Executive Committee. The provisions of this Code of Bylaws and those required by law applicable to the Board respecting meetings, action without meetings, notice and waiver of notice shall apply to the Executive Committee and its members. The members of the Executive Committee shall act only as a committee, and the individual members shall have no power as such. Minutes of the meetings of the Executive Committee shall be taken and all items on which the committee has taken action shall be submitted to the Board at its next succeeding meeting.
ARTICLE IX
TRUSTEESHIP COMMITTEE
Section 9.1. Trusteeship Committee Membership.
The Trusteeship Committee shall have at least five (5) members and not more than seven (7), one of whom shall be a Class One Trustee. The Vice Chair shall be the Chair of this committee. All Committee members except the one Class One Trustee member shall be appointed for renewable one-year terms by the Chair. The Class One Trustee shall be appointed for renewable one-year terms by the President of the Congregation. At least two (2) members of this Committee shall be Trustees who are Roman Catholic religious or Roman Catholic clergy, and at least two (2) members of this Committee shall be lay Trustees.
Section 9.2. Purpose.
The Trusteeship Committee shall ensure that the Board's membership and leadership consists of highly qualified and committed individuals and that regular programs of new Trustee and in-service education are maintained. It shall periodically recommend initiatives by which the Board shall assess its performance. It shall serve as the Board's agent in reviewing the performance of incumbent Trustees and Officers of the Corporation who are eligible for reelection, maintain a list of qualified candidates for possible nomination, consider cultivation strategies for promising Trustee candidates, and shall propose and periodically review the adequacy of a statement of Trustee responsibilities as adopted by the Board.
Section 9.3. Meetings.
The Trusteeship Committee shall meet as often as necessary to conduct its business, but no fewer than two (2) times annually. It shall seek the assistance of all Trustees in the course of meeting its responsibilities in accordance with these Bylaws and its own rules of procedure as adopted by the Board. A simple majority of the Committee members shall constitute a quorum, so long as at least one member in attendance is a Class One Trustee.
ARTICLE X
CONFLICT OF INTEREST
All Trustees and Officers will comply with the Conflict of Interest Policy of the Corporation, as adopted by the Board from time to time.
ARTICLE XI
INDEMNIFICATION
Any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he or she, or his or her testator or intestate, is or was a Trustee or Officer shall be indemnified by the Corporation, and the Corporation may advance his or her related expenses, to the fullest extent authorized or permitted by law.
ARTICLE XII
DISSOLUTION; REVERSION
Section 12.1. Dissolution.
Upon the voluntary or involuntary dissolution of the Corporation, if the distribution of the assets of the Corporation are, pursuant to Section 2 of Article V of the Articles of Incorporation, to be determined by the Board, then such determination will be made by majority vote of the Class One Trustees.
Section 12.2. Reversion.
In the event that the Corporation shall cease to exist as a Roman Catholic intitution for higher education in the tradition of the Congregation, all property, real and personal, of the Corporation shall revert to the Congregation to be used exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE XIII
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and committees. All books and records of the Corporation may be inspected by any Trustee, or his or her agent or attorney, for any proper purpose at any reasonable time.
ARTICLE XIV
FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of June and end on the 31st day of May in each year.
ARTICLE XV
LIMITATION ON ACTIVITES
Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activities not permitted for a corporation exempt from federal income tax under 501(c)(3) or corresponding section of any future federal tax code, or for a corporation, contributions to which are deductible under 170(c)(2) of the Internal Revenue Code or corresponding section of any furture federal tax code. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to any Trustee, Officer, or any private individual (except that reasonable compensation may be paid for service rendered to or for the Corporation), and no Trustee, Officer, or any private individual shall be entitled to share in the distribution of any of the Corporation's assets upon dissolution. No substantial part of the activities of the Corporation shall be carrying on propaganda or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code 501(h)), and the Corporation shall neither participate in nor intervene in (including by publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
ARTICLE XVI
BYLAW AMENDMENTS AND REVIEW
Section 16.1. Amendment.
Except as otherwise provided in Section 3.3 for Major Decisions, these Bylaws may be changed or amended at any meeting of the Trustees by a two-thirds (2/3) vote of those present, provided notice of the substance of the proposed amendments to the Bylaws is sent to all Trustees at least fourteen (14) days prior to the meeting.
Section 16.2. Review.
These Bylaws shall be reviewed periodically by the Secretary and the Executive Committee who shall recommend any necessary changes to the Board.
THESE BYLAWS are approved as amended this 16th day of June, 2022.
Colleen Flynn Roohan
Secretary, Board of Trustees
Saint Mary’s College
Katie Conboy, Ph.D.
President
Saint Mary’s College