Bylaws of the President and Georgetown College

ARTICLE I: THE CORPORATION

SECTION 1. Members

The Members of the Corporation shall be five (5). The persons named in the Act of Incorporation (an Act of Congress approved by John Tyler on June 10, 1844, as amended by an Act of Congress, approved by Lyndon B. Johnson on October 4, 1966), and their respective successors, who shall be elected from time to time, shall constitute the members of the Corporation. The President of the University shall be an ex officio Member of the Corporation. The other Members of the Corporation shall be elected for three-year terms, and their terms shall be so divided that each year one or more Members shall be elected. If any Member shall die, resign or be unable or unwilling to act in such capacity, a vacancy in the membership shall exist. At any time when a vacancy shall exist, the remaining Members, by a majority vote at a regular or a special meeting, may elect a successor to fill such vacancy.

SECTION 2. Annual Meeting

The annual meeting of the Members of the Corporation shall be held on the fifteenth day of May of each year or at such date as shall be designated by the President of the University. At each annual meeting, the Members shall elect Members of the Corporation to succeed those whose terms shall have expired as of the date of such annual meeting, or to fill any vacancy which shall have occurred because of death, resignation, unwillingness or incapacity to serve, and they may transact such other corporate business as shall be reserved in these bylaws to the Members of the Corporation without special notice having been sent to Members with respect to the consideration or transaction of any such business.

SECTION 3. Special Meetings

Special meetings of the Members may be called at any time for any purpose or purposes by any Member of the Corporation, or by a majority of the Board of Directors. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of Members shall be confined to the purpose or purposes stated in the notice of the meeting. If all Members are present, however, other matters may be taken up.

SECTION 4. Place of Holding Meetings

All meetings of the Members shall be held at the principal office of the Corporation in the City of Washington, District of Columbia, except in cases in which the notices thereof designate some other place.

SECTION 5. Notice of Meetings

Written notice of each annual and special meeting of the Members shall be mailed to each Member at his post office address, as it appears upon the books of the Corporation, or otherwise delivered to each Member, at least five days before the meeting. Every such notice shall state the place, day, and hour at which the meeting is to be held, but need not state the purpose or purposes thereof, except that notice for special meetings shall state the purpose or purposes of the meeting. These provisions for notice of a meeting may be waived by a vote of all the Members who attend a meeting.

SECTION 6. Quorum

The presence in person of a majority of the Members shall constitute a quorum for all meetings of the Members except as otherwise provided by law, by the Charter, or by these Bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the Members present, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.

SECTION 7. Conduct of Meetings

Meetings of Members shall be presided over by the President of the University or, if he is not present, by a Vice President or, if none of said officers is present, by a Chairman to be elected at the meeting. The Secretary of the University, if present, shall act as Secretary of such meetings and, if he is not present, then the Members shall elect a Secretary for the meeting.

ARTICLE II: BOARD OF DIRECTORS

SECTION 1. General Powers

The Board of Directors shall have the power to manage the property and business of the Corporation (referred to in this and following Articles as “University”) and shall have the power to carry out any other functions which are permitted by the Charter of the Corporation, except insofar as this power may be limited by these Bylaws. These powers shall include but shall not be limited to the following:

  1. appoint or remove the President;
  2. approve degrees in course and honorary degrees;
  3. approve and adopt all major changes or innovations in the education program of the University;
  4. review and take appropriate action with respect to the budget, which shall be submitted to it upon recommendation of the President;
  5. concur in the appointment by the President of the Provost, the Secretary, and the Treasurer of the University;
  6. authorize the construction of new buildings and major renovations of existing buildings;
  7. authorize the sale and purchase of land or buildings for the use of the University;
  8. institute and promote major fund raising efforts of the University;
  9. authorize any changes in tuition and fees within the University;
  10. authorize the President or Treasurer to accept gifts on behalf of the University, and to adopt appropriate policies and procedures concerning the acceptance of gifts, except that the acceptance of restricted gifts of Five Million Dollars ($5,000,000) or greater or of gifts that would have a substantial impact on the programs or character of the University must be ratified by the Board of Directors. The President shall make regular reports to the Board of Directors of all gifts accepted in the name of the University by virtue of authority granted by the Board of Directors;
  11. authorize the incurring of debts by the University and the securing thereof by mortgage and pledge of real and personal property, tangible and intangible, owned or to be after-acquired of the University.
SECTION 2. Number and Term of Office

The number of Directors shall be fifteen (15) or such other number, not less than ten (10) nor more than fifty (50) elected, as may be designated from time to time by resolution of the Board of Directors, and four (4) voting, ex officio Directors. Directors need not be Members of the Corporation. The election of Directors shall take place at the annual meeting of the Board of Directors, except as hereinafter provided, and each Director shall serve until his successor shall be elected and shall qualify. In the event that the number of elected Directors shall be increased pursuant to this Section, a majority of the Directors, at a meeting duly called and held, may designate additional Directors to fill the places so created. Of the original Directors elected under these Bylaws, five (5) will be elected for a one-year term, five (5) will be elected for a two-year term, five (5) will be elected for a three-year term. Subsequently, the terms of all Directors who are elected or reelected shall be three (3) years, or, if such Director shall also be Chairman, or a Vice Chairman, until the expiration of such Director’s term of office as Chairman or Vice Chairman. Directors shall be eligible for reelection. However, if an elected Director has served for six (6) consecutive years, he shall not be eligible for reelection until one year has elapsed. The Chairman and Vice Chairman/Chairmen shall each continue to serve as a Director until the expiration of their respective terms as Chairman or Vice Chairman, as the case may be, notwithstanding that as a consequence each would serve as a Director for longer than six (6) consecutive years. The President of the University shall be a voting ex officio member of the Board of Directors, notwithstanding his length of service on the Board of Directors. The Chairman of the Board of Regents shall be a voting ex officio member of the Board of Directors. The President of the Alumni Association shall be a voting ex officio member of the Board of Directors. The Chief Executive Officer of MedStar Health, Inc., shall be a voting ex officio member of the Board of Directors.

SECTION 3. Filling of Vacancies

All vacancies on the Board of Directors caused by the resignation, inability or unwillingness to serve, or by the removal or death of any Director or Directors, may be filled by the Board of Directors.

SECTION 4. Place of Meeting

The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation either within or outside the District of Columbia, at such place or places as they may from time to time determine by resolution or by written consent of all the Directors.

SECTION 5. Regular Meetings

Regular Meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed or otherwise delivered to each Director at least two days before the first meeting held in pursuance thereof. The annual meeting of the Board of Directors shall be held during the month of May of each year or on such other date as determined by the Chairman of the Board. Any business may be transacted at any regular meeting of the Board.

SECTION 6. Special Meetings

Special meetings of the Board of Directors may be called by the Chairman of the Board on two days’ notice to each Director, which due notice need not state the purpose or purposes of the meeting. Special meetings shall be called by the Chairman or Secretary in like manner and by like notice on the written request of a majority of the Directors. Every special meeting shall be held at such place as may be specified in any such call.

SECTION 7. Quorum

One third of the whole number of Directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, except for item 1) of Article II, Section 1, for which a majority must be present to constitute a quorum. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Charter or by these Bylaws.

SECTION 8. Officers

The Board of Directors shall choose from their membership a Chairman who will preside at all meetings of the Board. The Board shall also choose from its membership one or more Vice Chairmen who will exercise the duties of the Chairman, in the absence or incapacity of the latter. The Secretary of the University shall also function as Secretary of the Board. The term of office for the Chairman and Vice Chairmen shall be three (3) years. 

SECTION 9. Standing Committees of the Board of Directors

(1) Standing Committees. The standing committees of the Board of Directors shall be the Executive Committee and the Committee on Medical Center Affairs. In addition, the Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint members to one or more other standing committees, each of which shall consist of three (3) or more Directors, which committees, to the extent provided in said resolution or in these Bylaws, shall exercise the authority of the Board of Directors in the management of the affairs of the University. Such resolution shall designate one Director who is a member of the standing committee to serve as Chair of the committee; may prescribe the functions, duties, and powers of standing committees; and may dissolve standing committees. The designation and appointment of any such standing committee and the delegation thereto of power and authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or upon the Director by law. By resolution adopted by a majority of the members of any standing committee and approved by the Executive Committee, a standing committee may constitute one or more subcommittees. Only members of a standing committee may serve as members of a subcommittee of that standing committee. Each subcommittee shall have not less than three members and shall have a chair appointed by the chair of the standing committee. The committee resolution constituting the subcommittee may specify that the subcommittee shall exist for a specified term of months or years or until the completion of a discrete task or assignment. Notwithstanding the foregoing, in the case of the Subcommittee on Investments (the “Subcommittee”) of the Committee on Finance and Administration, non-Director members with particular investment expertise that complements that of other members of the Subcommittee may serve as non-voting members of the Subcommittee.

(2) Special Committees and Task Forces. The Board of Directors, by resolution adopted by a majority of the Directors present at any meeting, may designate and appoint members to one or more special committees or task forces. The resolution authorizing the establishment of a special committee or task force may specify that the special committee or task force shall exist for a specified term of months or years or upon the completion of a discrete task or assignment.

(3) Members. Unless he or she resigns, dies, or is removed prior thereto, each member of a standing committee, special committee, or task force (collectively referred to hereinafter as “committee”) shall continue to hold office until the annual meeting of the Board of Directors and until a successor has been designated. The resignation of a committee member must be in writing and shall be effective upon the date of receipt thereof by the Secretary of the Board of Directors or upon the effective date specified therein, whichever date is later, unless acceptance is made a condition of the resignation, in which event it shall be effective upon acceptance by the Board. Any committee member may be removed at any time, with or without cause, by a majority vote of the whole Board of Directors.

(4) Meetings; Quorum; Minutes. A majority of the full membership of a committee may determine its action and may fix the time and place of its meetings, unless provided otherwise by these Bylaws or by resolution of the Board of Directors. Regular meetings of a committee may be held without notice at such time and place as the committee shall determine. Special meetings of a committee shall be called by the Secretary of the Board of Directors at the request of the President, or by any two members of the committee in question. Notice of each special meeting shall be given by the Secretary of the Board of Directors to each committee member. No such notice of any given meeting need be given to any member who attends the meeting or who delivers or telegraphs a written waiver of notice thereof to the Secretary of the Board of Directors, either before or after the meeting. The Board of Directors shall have the power at any time to fill vacancies in, to change the size or membership of, and to discharge or abolish any such committee. A quorum for the transaction of business at a committee meeting shall consist of a majority of the members of the committee then in office. If the Board has not designated alternate members of the committee, or if all such alternates are absent or disqualified, the members of such committee present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may in the absence or disqualification of any member of such committee unanimously appoint another member of the Board to act at the meeting in the place of such absent or disqualified member. Each committee shall keep a written record of its acts and proceedings and shall submit that record to the Board of Directors at each regular meeting and at other times as requested by the Board of Directors. Failure to submit the record, or failure of the Board of Directors to approve any action indicated therein will not, however, invalidate the action to the extent it has been carried out by the University prior to the time the record of such action was, or should have been, submitted to the Board of Directors as provided above.

(5) The Committee on Medical Center Affairs. Subject to, and in accordance with, the foregoing provisions of this Section 9, the Board of Directors shall, upon nomination by the Executive Committee, appoint a Committee on Medical Center Affairs of nine (9) or more members, two members of which shall be the President of the University (who shall serve as a voting member) and the Executive Vice President for Health Sciences (who shall serve as a non-voting member), and the remaining members of which shall be Directors or other individuals deemed appropriate for nomination by the Chairman of the Board in consultation with the University President. The Board shall designate one Director who is a member of the Committee on Medical Center Affairs to serve as Chair of the Committee. Subject only to the authority vested in the Board of Directors by the Charter of the University and Bylaws of the Board, and except as specifically provided in this subparagraph, the Committee on Medical Center Affairs shall have and may exercise the powers and authority of the Board of Directors with regard to the Georgetown University Medical Center and its schools, departments, hospitals and other health care facilities, centers, operating components, subdivisions, and related activities, including but not limited to: 

  1. The powers enumerated in subparagraphs (2) through (4) and (6) through (11) of Article II, Section 1 of these Bylaws, insofar as such powers are applicable to the Georgetown University Medical Center;
  2. The power and authority to approve amendments to the bylaws of the Medical Staff of Georgetown University Hospital;
  3. The power and authority to approve amendments to the constitutions of the Schools of Medicine and Nursing;
  4. The power and authority to take any and all steps needed to comply with appropriate requirements for accreditation as established by duly constituted accreditation officials and organizations;
  5. The power and authority to approve contracts, obligations, expenditures, acquisitions, or sales of property; to approve activities or capital expenditures that require application to any governmental body; and to organize or acquire an interest in any entity, including any corporation, subsidiary, association, trust, joint venture, health care provider, or biomedical research enterprise, that is consistent with the Medical Center’s mission other than entities whose securities are publicly traded; provided, however, that if any such action involves an expenditure by the University in excess of Five Million Dollars ($5,000,000) such action may be taken only with the concurrence of the Executive Committee.

The Committee on Medical Center Affairs shall be understood to be and shall function as a standing committee of the Board of Directors under the Charter of the University and Bylaws of the Board. The Committee on Medical Center Affairs shall make regular and complete reports of its proceedings to the President of the University and shall report to the Board of Directors no less frequently than at the Board’s regularly scheduled meetings.

The Committee on Medical Center Affairs may, by resolution adopted by the Committee and approved by the Board, establish an executive subcommittee consisting of not less than three Committee members, one of whom shall be the President of the University and one of whom shall be the chair of the Committee. The other members of the executive subcommittee shall be nominated by the chair of the Committee and appointed for terms of one year. The members of the executive subcommittee shall be eligible for renomination and reelection. The chair of the Committee on Medical Center Affairs shall be ex officio chair of the executive subcommittee with right to vote.

Unless otherwise determined by resolution, the executive subcommittee shall have full power to take all action which the Committee is authorized to take, including actions without meeting as specified in Article II, Section 11 of these Bylaws.

The executive subcommittee shall meet at the call of the chair of the Committee. Notice of all meetings of the executive subcommittee shall be given in the same way as notice of all meetings of committees. No such notice of any given meeting need be given to any member of the executive subcommittee who attends the meeting or who delivers or telegraphs a written waiver of notice thereof to the Secretary of the Board of Directors, either before or after the meeting. The Committee on Medical Center Affairs shall have the power at any time to fill vacancies in the executive subcommittee, but the Committee shall not have the power to change the size or membership of or to discharge or abolish any such executive subcommittee except by resolution approved by the Committee and the Board.

A quorum for the transaction of business at an executive subcommittee meeting shall consist of a majority of the members of the executive subcommittee then in office. The executive subcommittee shall keep a written record of its acts and proceedings and shall submit that record to the Committee at each regular committee meeting and at other times as requested by the chair of the Committee. Failure to submit the record, or failure of the Committee to approve or ratify any action indicated therein will not, however, invalidate the action to the extent it has been carried out by the University prior to the time the record of such action was, or should have been, submitted to the Committee as provided above.

SECTION 10. The Executive Committee

(1) Membership. The Executive Committee shall comprise such number of Directors as shall, from time to time, be determined by the Board. The members of the Executive Committee shall be nominated by the Chairman of the Board of Directors and elected by the Board for terms of one year. The members of the Executive Committee shall be eligible for renomination and reelection. The Chairman of the Board of Directors shall be ex officio Chairman of the Executive Committee with right to vote. In the absence of the Chairman, an Acting Chairman designated by the Executive Committee shall preside.

(2) Powers. Unless otherwise determined by the Directors, the Executive Committee shall have full power to take all action which the directors are authorized to take, except that the Executive Committee shall not have power to remove or elect the President, and except that as to matters which these Bylaws place under the direct supervision of the full Board of Directors, the concurrence of the Board itself shall be necessary. The Executive Committee shall serve as a Committee on Nominations for the purposes of nominating persons to serve as Directors as provided in Article II, Section 2; nominating officers of the Board of Directors as provided in Article II, Section 8; nominating members of standing committees of the Board of Directors as provided in Article II, Section 9, Paragraph (1); and nominating members of special committees and task forces of the Board of Directors as provided in Article II, Section 9, Paragraph (2).

(3) Meetings. The Executive Committee shall ordinarily meet once a month, except in July and August, and in those months in which the full Board shall meet. Special meetings may be called by the Chairman of the Executive Committee or shall be called by the Secretary upon the written request of at least three of the members. Notice of all meetings of the Executive Committee shall be given in the same way as notice of all meetings of the Directors. A simple majority of the members of the Executive Committee shall constitute a quorum for the transaction of business.

(4) Minutes of Meetings. The minutes of the meetings of the Executive Committee of the Board of Directors shall be distributed regularly to each member of the Board of Directors after these minutes shall have been approved by the Committee. At each and every meeting of the Board of Directors, the proceedings and actions taken by the Executive Committee since the last meeting of the Board shall be reported to the Board.

(5) Subcommittee on Compensation. The Chair of the Board of Directors together with at least two other members of the Executive Committee shall comprise a subcommittee of the Executive Committee to be called the Subcommittee on Compensation. It shall be the responsibility of the Subcommittee on Compensation to conduct period evaluations of the President and determine his compensation level; to review the recommendations of and advise the President regarding compensation levels of senior level officers; to review the recommendations of and advise the President regarding individual contracts that include provisions that are above and beyond the scope of the University’s base compensation and benefits structure; to ensure that the philosophy behind, and strategies to implement, the University’s compensation program are effective, reasonable and fair; and to perform any other functions assigned to it by the Executive Committee.

SECTION 11. Action Without Meeting

Any action which may be taken at a meeting of the Board or Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members of the Board or the Executive Committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

ARTICLE III: OFFICERS OF THE UNIVERSITY THEIR ELECTION AND TENURE

SECTION 1

The officers of the University shall be a President, a Provost, a Secretary, a Treasurer, and such other officers as the Board of Directors shall from time to time designate. The President shall be elected by the Board of Directors at any regular or special meeting held pursuant to these Bylaws. The Provost, the Secretary, and the Treasurer shall be appointed by the President with the concurrence of the Board of Directors in accordance with Article II, Section 1(5) of these Bylaws. All other officers, vice presidents, and administrators of rank equivalent to vice president shall be appointed by the President. The President shall be an ex officio member of the Corporation and an ex officio member of the Board of Directors with right to vote. The other officers may be, but need not be, members of the Corporation or Directors. Any two or more of the above offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these Bylaws to be executed, acknowledged or verified by any two or more officers.

Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, the President of the University shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors; the Provost, the Secretary, and the Treasurer shall be subject to removal at any time by the President with the concurrence of an affirmative vote of a majority of the whole Board of Directors; and all other officers, vice presidents, and other administrators of equivalent rank shall be subject to removal by the President. All employees, other than the President, the Provost, the Secretary, and the Treasurer, shall hold office at the discretion of the Board of Directors or of the officers appointing them, unless the employee has received a grant of academic tenure or has length of service specified by a duly authorized contract.

SECTION 2. Powers and Duties of the President

The President shall be the chief executive officer of the University and shall have general charge and control of all its business affairs and properties. He shall preside at all meetings of the Members of the Corporation. He shall have the power to appoint the Provost, the Secretary, and the Treasurer with the concurrence of the Board of Directors and shall have the power to appoint all other vice presidents and administrators of equivalent rank of the University.

The President shall sign and execute contracts and other written instruments in the name of the University as authorized to do so by the Board of Directors. He shall have the general powers and duties usually vested in the office of President of a university. The President shall be ex officio a member of all standing committees with right to vote. The President shall annually make a report on the affairs of the University at the end of the academic year.

SECTION 3. Powers and Duties of the Provost

The Provost is responsible, subject to the authority of the President as specified in Article III, Section 2 of the Bylaws, for managing the academic operations of the Main Campus and Central Administration in coordination with the Senior Vice President for Administration; shall have multi-campus and University policy roles as a senior advisor to the President; and shall perform such other duties as may be assigned by the Board of Directors or by the President. In the absence of the President, the duties of that office shall be performed by the Provost.

SECTION 4. Powers and Duties of the Secretary

The Secretary shall give, or cause to be given, notice of all meetings of the Directors and all other notices required by law or by these Bylaws, and in case of his or her absence or refusal or neglect to do so, any such notice may be given by any person as directed by the President, or by the Directors upon whose written requisition the meeting is called as provided in these Bylaws. The Secretary shall record all the proceedings of the meetings of the Directors in books provided for that purpose, and shall perform such other duties as may be assigned by the Directors or the President. The Secretary shall have custody of the seal of the University and shall affix the same to all instruments requiring it when authorized by the Board of Directors or the President, or the duly authorized contracting officer of the University, and shall attest the same. In general, the Secretary shall perform all duties generally incident to the Office of Secretary, subject to the control of the Board of Directors and the President.

SECTION 5. Powers and Duties of the Treasurer

The Treasurer shall have the custody of all deeds and muniments of title to the real estate and of all Bonds and Mortgages, stocks or other evidences of property owned by the University or pledged to it and of all policies of insurance, and shall have the authority to accept and receipt for the same on behalf of the University and its Board of Directors, and under the supervision of the Board he shall arrange for the safekeeping thereof.

The Treasurer shall collect and receive all moneys due and payable to the University and deposit them in the name of the University in such banking institutions as the Treasurer shall see fit. The Treasurer shall discharge all debts and other obligations of the University when due and payable. The Treasurer shall exercise all corporate proxies and perform such other corporate actions as required in the name of the University and the Board of Directors. Pursuant to Board Approval, the Treasurer shall be authorized to delegate the duties of the Treasurer under the first two paragraphs of this Section, in whole or in part, to one or more University employees.

The Treasurer is the ordinary contracting officer of the University. The Treasurer may, by written Treasurer’s resolution approved by the President, delegate to other University officers and employees the authority to execute contracts in the University’s name in accordance with any restrictions or conditions the Treasurer shall deem appropriate. He shall be responsible for the annual audit of all its financial records and the submission to the Board of Directors of a certified annual report by public accountants approved by the Board. The Treasurer shall also furnish such other financial statements as from time to time may be required by the President or the Board of Directors.

SECTION 6. Powers and Duties of the Assistant Secretary

The Board of Directors may appoint an Assistant Secretary or more than one Assistant Secretary. The Assistant Secretary designated by the Board of Directors shall have power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors, the President, or the Secretary. In case of the absence or disability of the Secretary, he shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors, the President, or the Secretary. In case of the absence or disability of the Secretary, the duties of the office shall be performed by the Assistant Secretary designated by the Board of Directors, and the taking of any action by such Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.

SECTION 7. Powers and Duties of the Assistant Treasurer

The Board of Directors may appoint an Assistant Treasurer or more than one Assistant Treasurer. The Assistant Treasurer designated by the Board of Directors shall have power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors, the President, or the Treasurer. In case of the absence or disability of the Treasurer, the duties of the office shall be performed by the Assistant Treasurer designated by the Board of Directors, and the taking of any action by such Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer.

ARTICLE IV: UNIVERSITY SEAL

The emblem for the institution was designed and executed near the end of the eighteenth century, some ten years after the founding of the academy. An entry in the school accounts dated May 11, 1798, indicates a cash gift from Justane Douat, a nurse for the younger students, “for the seal of the corporation,” apparently to pay for its engraving. The artist is unknown.

ARTICLE V: ADMINISTRATION OF PROPERTY

SECTION 1. Bank Accounts

The Treasurer, or such officers or agents of the University as from time to time shall be designated by the Board of Directors, shall have authority to deposit any funds of the University in such banking institutions as they shall see fit; and the same shall have authority to withdraw from time to time any or all of the funds of the University so deposited by check, draft or other instrument or order for the payment of money, drawn against the account of or in the name or on behalf of the University; and each banking institution with which funds of the University are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by the Treasurer or such officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of the Treasurer or such officers or agents by the Board of Directors shall have been received by such banking institution. There shall from time to time be certified to the banking institutions in which funds of the University are deposited, the signature of the Treasurer or such officers or agents of the University so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts, and other instruments or orders for the payment of money in the absence of the Treasurer shall be signed by the Secretary or an Assistant Secretary or an Assistant Treasurer of the University.

ARTICLE VI: MISCELLANEOUS PROVISIONS

SECTION 1. Fiscal Year

The fiscal year of the University shall begin the first day of July and end the last day of June in each year.

SECTION 2. Notice and Waiver of Notice

Whenever notice is required to be given by law, by the Charter or by these Bylaws, it shall not be construed to mean personal notice, but such notice, except as heretofore otherwise provided, or as otherwise provided by law, may be given by depositing the same in a post office, letter box or mail chute, in a post-paid sealed wrapper addressed to the Director, Officer or Member of the Corporation, as the case may be, at such address as appears on the books of the Corporation. Notice of special meetings of the Board of Directors may be given as hereinbefore provided in Section 6 of Article II.

No notice of the time, place or purpose of any meeting of Members of the Corporation or Directors, whether prescribed by law, by the Charter or by the Bylaws, need be given to any Member of the Corporation who attends in person, or to any Director who attends in person, or to any Member of the Corporation or Director who, in writing, executed and filed with the records of the meeting either before or after the holding thereof, waives such notice.

SECTION 3. Indemnification.

(a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or other (other than an action authorized by a majority of the members of the Board of Directors) by reason of the fact that he is or was an officer or director of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such suit, action or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful except the Corporation shall not indemnify any such person in relation to matters as to which he shall be adjudged in a final, non-appealable order of a court of competent jurisdiction to be liable for negligence or misconduct in the performance of his duty as a director or officer. The termination of any action, suit or proceeding by judgement, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create any presumption that the person did not act in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Corporation, or acted negligently or was guilty of misconduct in performance of a duty, and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.

(b) Expenses incurred by an officer or director in defending a civil, criminal, administrative, investigative or other action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation as authorized in this Section.

(c) To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the Section or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(d) Any indemnification under this Section (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in this Section. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

(e) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

(f) The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section.

(g) The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of Members or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

ARTICLE VII: AMENDMENTS

SECTION 1. Amendments of Bylaws

The Board of Directors, by the affirmative vote of a majority of the whole Board of Directors, shall have power to amend, alter or repeal these Bylaws, or any provision thereof, at any annual meeting as part of the general business of such meeting, or at any special meeting.

As amended through May 18, 2021.