THE BYLAWS OF PINE MANOR COLLEGE
Adopted July 16, 2014
Amended April 8, 2014
Article I. THE COLLEGE
Pine Manor College (“the College”) is a charitable educational corporation formed pursuant to Chapter 180 of the Massachusetts General Laws under Articles of Organization dated March 9, 1962, as amended on May 19, 1975, and as further amended on May 12, 1980, December 18, 1991, December 9, 1992, and January 30, 2005.
Article II. THE BOARD OF TRUSTEES
The Board of Trustees is the governing body of the College, and has full power to determine all actions relating to the management of the College and its assets and liabilities, and to control and set its academic and administrative policies, in accordance with its Articles of Organization.
2.2 Number and Election.
The College shall have a board of no fewer than eleven and no more than twenty-seven Trustees, one of whom shall be the President of the College, who shall serve ex officio. The Board of Trustees shall be self-perpetuating. The Trustees and Governance Committee shall recommend potential nominees from among the College’s alumnae/i, parents and former parents, recent graduates, and other individuals who are committed to the mission of the College. Upon submission of a nomination to the Board of Trustees, provided that the nominee has expressed a willingness to serve, the Chair of the Board of Trustees shall conduct a vote in accordance with the provisions of Section 6.5 of these Bylaws.
2.3 Term of Office.
A Trustee shall serve for a period of three (3) years if elected at an annual meeting. If a Trustee is elected at a meeting that is not the annual meeting, her or his term shall expire three (3) years from the date of the annual meeting immediately preceding the date of the meeting at which she or he was elected.
2.4 Additional Terms and Limitation.
The Board of Trustees may, at its discretion, elect a Trustee to additional three (3) year terms, but no Trustee shall serve more than twelve (12) consecutive years. There shall be no limitation on the total number of terms to which a Trustee may be elected, provided that there is a hiatus of not less than one (1) year following each twelve (12) years of consecutive service.
2.5 Resignation or Removal.
Any Trustee or Officer may resign at any time by delivering her or his resignation in writing to the Chair. Such resignation shall be effective upon receipt unless specified to be effective at some other time. A Trustee or Officer may be removed at any time by a vote of the Board of Trustees as described in Section 6.5.
Any vacancy in the Board of Trustees caused by death, disability, inability or refusal to serve, resignation or removal, including an Officer vacancy, may be filled by the Board of Trustees as described in Section 6.5. Such election shall be effective upon the date of the vote unless specified to be effective at some other time.
2.7 Trustees Emeritae/i.
On the recommendation of the Trustees and Governance Committee, Trustees Emeritae/i may be elected in accordance with the provisions of Section 6.5 of these Bylaws. Such Trustees shall be former members of the Board who have served for a minimum of two terms. The term of a Trustee Emerita/us shall be for life. Trustees Emeritae/i may attend meetings of the Board of Trustees and may be appointed to serve as members of Standing or Ad Hoc Committees; however, they shall have no powers or duties and shall have no vote, except in their capacity as members of a Board Committee.
Article III. THE OFFICERS
The Officers of the Corporation shall be a Chair, a Vice Chair, a President, a Secretary, a Treasurer and a Clerk. The Officers of the Board of Trustees shall be a Chair, a Vice Chair, a President and a Secretary. The Chair, the Vice Chair, the President and the Secretary shall serve in both capacities.
The Chair, the Vice Chair, and the Secretary shall be Trustees, and shall be elected by the Board of Trustees to one-year terms at the annual meeting. The Chair, the Vice Chair, and the Secretary may be re-elected to additional one-year terms during their tenure as Trustees. Either the Chair or the Vice Chair shall be an alumna/us of the College, or both may be alumnae/i. The President shall be elected as a Trustee and Officer upon appointment (as described in Section 3.7 below) and shall serve for the duration of her or his appointment without regard to the term limit provisions set forth in Section 2.4 above. The Treasurer and the Clerk shall be elected as Officers when they are appointed to their respective positions at the College, and shall serve as Officers for as long as they are in their respective positions unless otherwise removed in accordance with Section 6.5 below.
3.3 The Chair.
The Chair shall have the powers and perform the duties customarily belonging to such office. The Chair shall preside at all meetings of the Board of Trustees and shall appoint the chairs and members of Standing Committees and Ad Hoc Committees. The Chair serves as Chair of the Executive Committee.
3.4 The Vice Chair.
The Vice Chair shall perform the duties of the Chair in the event of her or his absence or incapacity. The Vice Chair serves as Vice Chair of the Executive Committee.
3.5 The Secretary.
The Secretary shall arrange for proceedings of the Board of Trustees, including meetings of Board Committees, to be properly recorded and stored.
3.6 The Clerk.
The Assistant to the President shall be the Clerk. The Clerk shall give notice of all meetings in the manner prescribed in these Bylaws. She or he shall record and maintain records of all proceedings of the Trustees in a book or books kept for that purpose and shall have custody of the seal of the College. The Clerk shall prepare minutes of each Board meeting, which shall be distributed to the Board of Trustees at its next scheduled meeting. The Clerk shall be a resident of Massachusetts.
3.7 The President of the College.
The Board of Trustees appoints the President of the College, on such terms and conditions as the Board may approve. The President is the Chief Executive Officer of the College, charged with responsibility for all academic, administrative, financial and other activities and with the execution of all policies established by the Board of Trustees. The President is a voting member of the Board of Trustees.
3.8 The Treasurer of the College.
The Chief Financial Officer of the College shall be the Treasurer. She or he shall have general charge of the financial affairs, funds, securities and valuable papers of the College and shall keep full and accurate books of account. She or he shall have such other duties and powers as designated by the President of the College.
Article IV. THE FACULTY
Members of the faculty within the tenure structure are appointed or promoted by the Board of Trustees upon the recommendation of the President and the Education Policy Committee.
Article V. BOARD COMMITTEES
5.1 The Executive Committee.
The Executive Committee is authorized to exercise the powers of the Board of Trustees during the intervals between meetings of the Board of Trustees, and when the exigencies of time otherwise so require. The membership of the Executive Committee shall be the Chair, who shall serve as Chair of the Executive Committee; the Vice Chair, who shall serve as Vice Chair of the Executive Committee; the Secretary; the President of the College; the Chair of the Education Policy Committee; the Chair of the Student Engagement and Enrollment Committee; the Chair of the Finance Committee; the Chair of the Trustees and Governance Committee; and the Chair of the Development Committee. Summary minutes of each Executive Committee meeting shall be distributed to the Board of Trustees at its next scheduled meeting.
5.2 Reserved Powers.
The following powers are reserved to the Board of Trustees alone and may not be delegated to the Executive Committee:
(i) to authorize amendment of the Articles of Organization or the Bylaws;
(ii) to authorize a merger or consolidation of the College;
(iii) to authorize dissolution of the College;
(iv) to initiate bankruptcy proceedings;
(v) to elect or remove Trustees or Officers; and
(vi) to grant tenure to or remove a tenured member of the faculty.
5.3 Standing Committees.
The Standing Committees of the Board shall include the following:
(iii) Trustees and Governance
(iv) Student Engagement and Enrollment
(v) Education Policy
(ix) Honorary Degrees
The Chair shall appoint chairs and committee members on an annual basis, who shall serve at the pleasure of the Chair. Authority granted to Standing Committees to act on behalf of the Board of Trustees shall be confirmed annually. Summary minutes of each Standing Committee meeting shall be distributed to the Board of Trustees at its next scheduled meeting.
5.4 Ad Hoc Committees.
The Board of Trustees may establish Ad Hoc Committees for those purposes and time periods as it deems proper and advisable. The Chair shall appoint the chairs and committee members, who shall serve at the pleasure of the Chair. Authority granted to Ad Hoc Committees to act on behalf of the Board of Trustees shall be confirmed annually. Summary minutes of each Ad Hoc Committee meeting shall be distributed to the Board of Trustees at its next scheduled meeting.
5.5 Non-Trustee Membership on Committees.
The Board of Trustees may from time to time vote to appoint one or more members of the College’s faculty (as selected by the faculty of the College), student body (as selected by the College’s Dean of Students from among the student body), staff (as selected by the President) or other non-Trustee individuals (as selected by the Chair) to serve on one or more Standing or Ad Hoc Committees. Non-Trustee members of Board Committees may vote in their capacity as members of a Board Committee.
Article VI. MEETINGS
6.1 Annual Meeting, Regular Meetings and Special Meetings.
The Annual Meeting of the Board of Trustees shall be held each year in May at the College. Other regular meetings shall be held on such dates and in such locations as determined by the Chair. Special meetings shall be called by the Clerk at the request of the Chair, the President of the College, or a majority of the Trustees. Meetings of the Executive Committee, Standing Committees and Ad Hoc Committees shall be held on such dates and in such locations as are determined by the respective chairs.
6.2 Notice of Meetings.
At least forty-eight (48) hours’ notice by electronic mail, overnight mail, facsimile, telecopier, telephone or word of mouth shall be given for a meeting, unless shorter notice is adequate under the circumstances. Any Trustee may waive notice of any meeting, and the attendance of a Trustee at any meeting shall constitute a waiver of notice by her or him of such meeting. At least seven (7) days’ notice shall be given for any meeting at which the amendment of these Bylaws shall be voted, and a copy of such proposed amendment will be provided with such notice.
A majority of the total number of members of the Board of Trustees eligible to vote shall be necessary to constitute a quorum at any meeting of the Board of Trustees. At any meeting of the Executive Committee or a Standing or Ad Hoc Committee, a majority of the total number of members of that committee who are eligible to vote shall be necessary to constitute a quorum. A determination of the quorum shall include Trustees or other voting committee members participating via communications equipment as described in Section 6.4.
6.4 Attendance through Communications Equipment.
Trustees and other voting committee members may participate in a meeting of the Board of Trustees by means of conference telephone, video, webcast or similar communications equipment, provided that all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
All actions of the Board of Trustees at its meetings, including the election of Trustees, Trustees Emeritae/i and Officers, and at meetings of the Executive, Standing and Ad Hoc Committees, shall be by majority vote of those present and eligible to vote at a duly called meeting at which a quorum is present, except as otherwise required by law, and except for the following:
An affirmative vote of two-thirds of the voting Trustees in attendance at a meeting of the Board of Trustees shall be necessary to alter or amend the Articles of Organization or these Bylaws, to elect the President, or to remove from office a Trustee or Officer for cause deemed sufficient by those voting for such removal.
There shall be no proxy voting.
6.6 Executive Session.
The Chair of the Board of Trustees may choose to hold any meeting, or any part thereof, in executive session with participation limited to voting Trustees. The Chair of any Standing or Ad Hoc Committee may choose to hold any meeting, or any part thereof, in executive session, with participation limited to voting members of the Board.
6.7 Action by Written Ballot.
In the absence of a duly called meeting of the Board of Trustees, votes of the Board of Trustees may be taken by unanimous written consent. Ballots must be signed by Trustees and may be returned to the Clerk by facsimile or electronic mail. An action is deemed approved by ballot vote if approved in the affirmative by all Trustees eligible to vote.
Article VII. CONFLICT OF INTEREST AND CONFIDENTIALITY
7.1 Conflict of Interest Policy.
No Trustee may be a party to, or may be financially or otherwise interested in, any matter affecting the College, whether directly or indirectly.
7.2 Confidentiality Policy.
Every Trustee must maintain in the strictest confidence any and all information about the College, its Trustees, Officers, faculty, employees and students to which the Trustee has reasonable access from any and all sources, including but not limited to Board and Committee meetings and Board and Committee materials, except and only to the extent that such information must be shared with other Trustees or employees of the College in order to carry out the business of the College, or to the extent that such information has entered the public domain through other means for which the Trustee is not responsible.
7.3 Annual Statements.
Conflict of interest and confidentiality statements shall be signed and submitted by each Trustee on an annual basis and reviewed by the Trustees and Governance Committee pursuant to these policies.
Article VIII. INDEMNIFICATION
Each Trustee, each Officer of the College, and the plan representative(s) of the College’s employee benefit plans, including all past incumbents of these positions, shall be indemnified by the College against all expenses actually and necessarily incurred by such person in connection with the defense of any action, suit, or proceeding to which she or he has been made a party by reason of her or his being or having been in such role, except in relation to matters as to which such person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that her or his action was in the best interests of the College or of the participants or beneficiaries of the employee benefit plan. The Board of Trustees may from time to time authorize payment by the College of expenses incurred by any such person in defending any such action, suit or other proceeding in advance of final disposition upon receipt of a promise in writing from such person to repay such payment if such person shall be adjudicated to be ineligible to receive indemnification under this Article, which promise may be accepted without regard to the financial ability of such person to make repayment.
The Board of Trustees may, in its discretion and to the extent legally permissible, authorize from time to time the indemnification of any person who was or is an employee or other agent of the College, but is not otherwise entitled to indemnification hereunder.
Article IX. AMENDMENT
These Bylaws replace, in their entirety, the Amended and Restated Bylaws of Pine Manor College, adopted March 4, 1996 and amended October 3, 1999; September 24, 2000; January 28, 2007; and September 28, 2008. These Bylaws may be altered or amended, in whole or in part, by vote of the Board of Trustees as described in Section 6.5. In the case of any conflict between these Bylaws and other policies of the College, these Bylaws shall in all events prevail.
Approved by unanimous vote of the Board of Trustees at their meeting on July 16, 2014