Bylaws of Georgetown University

INTRODUCTION

Established in 1789 under the name “College of Georgetown,” Georgetown University (the “University”) was authorized to admit students and to issue diplomas pursuant to “An Act Concerning the College of Georgetown in the District of Columbia” enacted by the United States Congress and approved by James Madison on March 1, 1815. The University became a corporation pursuant to “An Act to Incorporate Georgetown College in the District of Columbia” enacted by the United States Congress and approved by John Tyler on June 10, 1844 (the “Charter”), and was formally renamed “Georgetown University” pursuant to an amendment enacted by the United States Congress and approved by Lyndon B. Johnson on October 4, 1966.

ARTICLE I: MEMBERS OF THE CORPORATION

Section 1. Members.
The University does not have the authority to issue stock. Pursuant to the Charter, there shall be five (5) Members of the University corporation who shall serve as successors to the five original Members listed in the Charter. The individuals holding or who held, as the case may be, the following five (5) roles shall serve ex officio as the Members : the Chair of the Board of Directors, the immediate past Chair of the Board of Directors, the President of the University, the Secretary of the University, and the Executive Vice President and Chief Operating Officer of the University. If any Member shall die, resign or be unable or unwilling to act in such capacity, a vacancy in the membership shall exist until such time as the relevant role is held by another individual.

Section 2. Meetings.
The President of the University may convene a meeting of the Members at such time and place as the President shall designate. Meetings of Members shall be presided over by the President of the University, or, if the President is not present, by a Member to be selected at the meeting. Notices of meetings of the Members shall be delivered or sent by personal delivery, mail or electronic mail to the Members at their addresses as shown in the records of the University.

A majority shall constitute a quorum for any meeting of the Members. The act of a majority of the Members present at any meeting at which there is a quorum shall be the act of the Members. Any meeting of the Members may be held in person or via telephone conference, video conference, or any other means whereby all persons participating in the meeting can simultaneously communicate with each other, and any Member may participate in a meeting held in person via the same means.

ARTICLE II: BOARD OF DIRECTORS

Section 1. General Powers

The Charter provides that the powers of the University shall be exercised by its Board of Directors. The Board of Directors shall have the power to manage the property and business of the University and shall have the power to carry out any other functions which are permitted by the Charter in a manner consistent with these Bylaws. These powers shall include but shall not be limited to the following:
(1) appointing or removing the President;
(2) approving degrees in course and honorary degrees;
(3) approving and adopting all major changes or innovations in the education program of the University;
(4) reviewing and taking appropriate action with respect to the budget, which shall be submitted to it upon recommendation of the President;
(5) concurring in the appointment by the President of the Provost, the Secretary, the Executive Vice President and Chief Operating Officer, and the Treasurer of the University, and concurring in the removal by the President of each of the foregoing officers;
(6) authorizing the construction of new buildings and major renovations of existing buildings;
(7) authorizing the sale and purchase of land or buildings for the use of the University;
(8) instituting and promoting major fundraising efforts of the University;
(9) authorizing changes in tuition and fees;
(10) ratifying the acceptance of restricted gifts of Ten Million Dollars ($10,000,000) or greater or of gifts that would have a substantial impact on the programs or character of the University; and
(11) authorizing the incurrence of long-term debt by the University.
Section 2.

Section 2. Number and Term of Office

The number of elected Directors shall be not less than ten (10) or more than fifty (50), as may be designated from time to time by resolution of the Board of Directors, and there shall be four (4) additional voting, ex officio Directors, as set forth below. The election of Directors shall take place at the annual meeting of the Board of Directors, except as hereinafter provided. 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. The terms of all Directors who are elected or reelected shall be three (3) years and shall ordinarily begin on July 1 of the year in which the Director is elected and end on June 30 of the final year of such Director’s membership on the Board. Directors shall be eligible for reelection. Any elected Director who has served for six (6) consecutive years shall not be eligible for Board membership until one year has elapsed since the end of such Director’s last term of membership. If a Director is also the Chair or a Vice Chair of the Board, that Director shall serve until the expiration of such Director’s term of office as Chair or Vice Chair, as the case may be, notwithstanding that as a consequence each would serve as a Director for longer than six (6) consecutive years. The individuals holding the following positions shall serve as voting ex officio members of the Board of Directors for the entire period that such individual serves in the relevant position: the President of the University, the Chair of the Board of Regents, the President of the Georgetown University Alumni Association, Inc. and the Chief Executive Officer of MedStar Health, Inc.

Section 3. Filling of Vacancies
Any vacancy on the Board of Directors caused by the resignation, inability or unwillingness to serve, or by the removal or death of any Director, may be filled by the Board of Directors.

Section 4. Regular Meetings and Annual Meeting
The Board of Directors shall hold three regular meetings during each fiscal year on two days’ notice at such time and place as may be determined by the Board. The last regular meeting of each fiscal year shall be the annual meeting. Any business may be transacted at any regular meeting of the Board.

Section 5. Special Meetings
Special meetings of the Board of Directors may be called by the Chair of the Board or Secretary on two days’ notice, to each Director, which due notice need not state the purpose or purposes of the meeting.

Section 6. Quorum
One-third of the Board shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, except for Section 1(1) of Article II and Article VII, 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, by the Charter or by these Bylaws.

Section 7. Chair; Vice Chairs; Secretary
The Board of Directors shall choose from its membership a Chair who will preside at all meetings of the Board. The Board shall also choose from its membership one or more Vice Chairs who will exercise the duties of the Chair, in the absence or incapacity of the latter, in the order of the length of Board service of the Vice Chairs. The term of office for the Chair and each Vice Chair shall be three (3) years. The Secretary of the University shall also function as Secretary of the Board.

Section 8. Committees of the Board of Directors
(1) Standing Committees. The Board of Directors, by resolution adopted by a majority of the Directors, 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 Board of Directors, a standing committee may constitute one or more subcommittees. Except as set forth below with respect to the Subcommittee on Investments (the “Investment Subcommittee”) of the Committee on Finance and Administration (the “Finance Committee”), and unless otherwise approved by the relevant standing committee and the Executive Committee, 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 Investment Subcommittee, 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.

Each standing committee shall adopt, and periodically review, a charter for the committee and each subcommittee (if any) setting forth the purpose, responsibilities and such other matters as shall seem advisable for the conduct of the committee’s or subcommittee’s affairs (each, a “Charter”). The Board shall approve each initial Charter. The Chair of the Board and the President shall, in consultation with the Secretary, jointly approve all proposed Charter amendments. In the event of a conflict between these Bylaws and any Charter, these Bylaws shall control.

(2) Special Committees and Task Forces. The Board of Directors 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. Membership on a standing committee, special committee or task force (collectively referred to hereinafter as a “committee”) shall coincide with a Director’s service on the Board of Directors, unless the Director resigns, dies, or is removed prior thereto. 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. Regular meetings of a committee (other than the Executive Committee) may be held at such time and place as the chair of such committee shall determine. Special meetings of a committee shall be called by the Secretary 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 to each committee member. No such notice of any meeting need be given to any member who attends the meeting or who delivers a waiver of notice thereof to the Secretary, 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, other than the Executive 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. Each committee shall keep, or cause to be kept, minutes of its acts and proceedings and shall submit the minutes to the Office of the Secretary.

Section 9. 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 Chair of the Board of Directors and elected by the Board for terms of one year or until the next election of members of the Executive Committee. The members of the Executive Committee shall be eligible for renomination and reelection. The Chair of the Board of Directors, the President of the University and the Chief Executive Officer of MedStar Health, Inc. shall each be voting ex officio members of the Executive Committee, and the Chair of the Board of Directors shall be ex officio Chair of the Executive Committee. In the absence of the Chair, an Acting Chair designated by the Executive Committee shall preside.

(2) Powers. The Executive Committee shall have full power to take all action which the entire Board of Directors is authorized to take, except that the Executive Committee shall not have the power to remove or elect the President; to concur in the removal of the Provost, the Secretary, the Executive Vice President and Chief Operating Officer, or the Treasurer; or to amend these Bylaws. Notwithstanding the foregoing, in the case of the death, or, in the discretion of the Chair, the absence or disability, of the Acting President, the Executive Committee shall have the authority to appoint an Acting President. The Executive Committee shall serve as a Committee on Nominations for the purposes of nominating persons to serve as Directors; nominating officers of the Board of Directors; nominating members of standing committees of the Board of Directors; and nominating members of special committees and task forces of the Board of Directors.

(3) Meetings. The Executive Committee shall ordinarily meet on or about the same day that the full Board of Directors holds each regular meeting and once between each regular meeting of the Board. Special meetings may be called by the Chair 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 Board of 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 independent Directors serving on 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 periodic evaluations of the President and determine the President’s compensation level; to review the recommendations of and advise the President regarding compensation levels of University leadership; 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 10. Other Standing Committees. Each standing committee listed below is governed in accordance with these Bylaws and its Charter, as it may be amended from time to time in accordance with Article II, Section 8(1).

(1) Audit Committee. The Audit Committee assists the Board in fulfilling its oversight responsibilities relating to: (i) the quality and integrity of the University’s financial reporting; (ii) the independence, qualifications and performance of the external auditor; (iii) the internal audit function; (iv) the University’s compliance function and its compliance with laws and regulations and University policies; and (v) the University’s overall systems of internal control and risk management.

(2) Committee on Athletics. The Committee on Athletics assists the President and the University’s senior officers in overseeing issues, policies, resources, and compliance requirements related to all aspects of University athletics.

(3) Committee on Directors. The Committee on Directors serves to develop a plan of Board composition so that the Board can deliberate and act in ways commensurate with the needs of the University and consistent with the Board’s fiduciary obligations.

(4) Committee on Faculty Affairs. The Committee on Faculty Affairs provides oversight of faculty development and faculty concerns.

(5) Committee on Finance and Administration. The Finance Committee oversees the University’s stewardship of its financial resources, monitoring and evaluating University-wide economic and financial activities, helping to establish sound financial strategies. The Finance Committee also oversees the support of facilities for education and research programs, the priorities for maintenance and improvement of the physical plant of the University, and the assessment of future needs for infrastructure improvement and advises on and monitors the effectiveness of the University’s administrative and operations efforts in areas such as facilities construction, maintenance and operations, information technology, and human resources and employee benefits. The Investment Subcommittee of the Finance Committee oversees the University’s endowment by, among other things, ensuring that the University has in place a prudent investment policy designed to meet the University’s investment objectives. The Subcommittee on Operations and Infrastructure of the Finance Committee oversees and advises on the University’s operations and physical plant.

(6) Committee on Global Engagement. The Committee on Global Engagement assists the President and the University’s senior officers in identifying international opportunities, provides recommendations on international engagements, and works to enhance the University’s role as an international and global institution.

(7) Committee on Graduate Education and Research. The Committee on Graduate Education and Research provides oversight of admissions, financial aid, and student support services for graduate students, other than those in the Schools of Medicine, Health and Nursing. The Committee provides oversight over the faculty and nonfaculty research activities at the University that are not conducted at the Medical Center.

(8) Committee on Medical Center Affairs. The Committee on Medical Center Affairs makes policy recommendations on Medical Center matters ranging from academic programs to the University’s relationship with MedStar Health, Inc. The Committee also advises on faculty and student matters, capital projects, research issues, and regulatory compliance at the Medical Center and makes recommendations to the full Board or Executive Committee, as applicable, for approval.

(9) Committee on Mission and Identity. The Committee on Mission and Identity assists the President and senior officers of the University in overseeing and reviewing all aspects of the University’s Catholic and Jesuit identity.

(10) Committee on Strategic Advancement and Public Affairs. The Committee on Strategic Advancement and Public Affairs recommends actions as may be necessary to execute an effective advancement program, giving attention to policies, long-range planning, and alumni relations. The Committee also serves as a strategic forum to review, assess and advance issues related to the University’s public relations and communications.

(11) Committee on Undergraduate Education and Student Life. The Committee on Undergraduate Education and Student Life provides oversight for admissions, financial aid, research opportunities, and student support services for all undergraduate students.

Section 11. Notices; Conduct of Meetings.
Notices of meetings of the Board or any committee or subcommittee shall be delivered or sent by personal delivery, mail or electronic mail to the Directors at their addresses as shown in the records of the University. Any meeting of the entire Board or any committee or subcommittee may be held in person or via telephone conference, video conference, or any other means whereby all persons participating in the meeting can simultaneously communicate with each other, and any Director may participate in a meeting of the Board or any committee or subcommittee held in person via the same means.

No notice of the time, place or purpose of any meeting of Directors or Members need be given to any such Director or Member who attends such meeting, or to any Director or Member who delivers to the Secretary a waiver of such notice in writing (which may be by email).

Section 12. Action without Meeting.
Any action which may be taken at a meeting of the Board of Directors, the Executive Committee or any other committee or subcommittee may be taken without a meeting with the unanimous consent of all members of such body represented by one or more written consents describing the action so taken, signed by each relevant Director, and filed with the Secretary and included in the corporate minutes or filed with the corporate records. For purposes of this Article II, Section 12, “written consents” shall include consents from members in electronic form and delivered by electronic mail.

ARTICLE III: OFFICERS OF THE UNIVERSITY

Section 1. General.

The officers of the University shall be a President, a Provost, a Secretary, an Executive Vice President and Chief Operating Officer, 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, the Executive Vice President and Chief Operating Officer, 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 of the University, vice presidents and administrators of rank equivalent to vice president who report to the President shall be appointed by the President. 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 entire Board of Directors; the Provost, the Secretary, the Executive Vice President and Chief Operating Officer, 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 who report to the President shall be subject to removal by the President or the President’s delegate. All employees, other than the President, the Provost, the Secretary, the Executive Vice President and Chief Operating Officer, 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 of its academic and business affairs. The President shall be an ex officio member of the University corporation and an ex officio member of the Board of Directors with right to vote. The President shall appoint the Provost, the Secretary, the Executive Vice President and Chief Operating Officer, and the Treasurer with the concurrence of the Board of Directors, and the President or the President’s delegate shall have the power to appoint all other vice presidents and administrators of equivalent rank of the University.

The President shall have the power to sign and execute contracts and other written instruments in the name of the University and to accept gifts on behalf of the University. The President shall have the general powers and duties usually vested in the office of President of a university. The President shall be an ex officio, voting member of all standing committees, except for the Audit Committee and any other committee or subcommittee whose members are required to be independent Directors. The President shall make an annual report on the affairs of the University following the end of the academic year.

Section 3. Powers and Duties of the Provost

The Provost shall be the chief academic officer of the University, other than as described below with respect to the Medical Center and the Law Center, and responsible, subject to the authority of the President as specified in Article III, Section 2 of the Bylaws, for managing academic operations (other than as described below with respect to the Medical Center and the Law Center); shall have 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 case of the death, or, in the discretion of the Chair, the absence or incapacity, of the President, the duties of that office shall be performed by the Provost, who shall serve as Acting President.

The Provost shall have academic oversight of all educational programs and research at Georgetown, except for postbaccalaureate programs and research solely within each of the Medical Center and the Law Center.

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 the Secretary’s 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, or cause to be recorded, all the proceedings of the meetings of the Directors, and shall perform such other duties as may be assigned by the Chair of the Board or the President. The Secretary shall have custody of the seal of the University and shall affix the same to all instruments requiring it. In general, the Secretary shall perform all duties generally incident to the Office of Secretary, subject to the oversight of the Board of Directors and the President.

Section 5. Powers and Duties of the Executive Vice President and Chief Operating Officer

The Executive Vice President and Chief Operating Officer, subject to the authority of the President as specified in Article III, Section 2 of the Bylaws, shall be responsible for managing the non-academic operations of the University. The Executive Vice President and Chief Operating Officer shall have the power to sign and execute contracts and other written instruments in the name of the University and to accept gifts on behalf of the University. The Executive Vice President and Chief Operating Officer shall have such other powers and duties assigned by the President or the Board of Directors.

Section 6. 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. The Treasurer shall have the power to accept gifts on behalf of the University.

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.

The Treasurer is the ordinary contracting officer of the University. The Treasurer shall be responsible for the annual audit of the University’s 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 law or regulation applicable to the University or as requested by the President or the Board of Directors.

With the approval of the President, the Treasurer may delegate the duties set forth above, in whole or in part, to one or more University employees in accordance with any restrictions or conditions the Treasurer shall deem appropriate.

Section 7. 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 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 the Assistant Secretary by the Board of Directors, the President, or the Secretary. In case of the absence or disability of the Secretary, the Assistant Secretary shall have such other powers and shall perform such other duties as may be assigned to the Assistant Secretary 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 8. 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 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 the Assistant Treasurer 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 other officers or employees of the University as from time to time shall be designated by the Treasurer with the approval of the President, 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 other officers or employees of the University as from time to time shall be designated by the Treasurer with the approval of the President, until written notice of the revocation of the authority of the Treasurer or such officers or employees 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 other officers or employees of the University so authorized under this Section to draw against the same. In the absence of the Treasurer and any other officer or employee who has been authorized under this Section, all checks, drafts, and other instruments or orders for the payment of money may 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. Indemnification

(1) The University 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 such person is or was an officer or director of the University, or is or was serving at the request of the University 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 such person in connection with such suit, action or proceeding if such person acted in good faith and such person reasonably believed the conduct to be in the best interests of the University as to conduct in such person’s official capacity, and, in all other cases, to be not opposed to the best interests of the University, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful, except that the University shall not indemnify any such person in relation to matters as to which such person shall be adjudged in a final, non-appealable order of a court of competent jurisdiction to be liable for gross negligence or willful misconduct in the performance of such person’s duty as a director or officer. The termination of any action, suit or proceeding by judgment, 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 such person reasonably believed to be in or not opposed to the best interests of the University, or acted with gross negligence or was guilty of willful misconduct in performance of a duty, and, with respect to any criminal action or proceeding, had reasonable cause to believe such person’s conduct was unlawful.

(2) 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 University in advance of the final disposition of such action, suit or proceeding upon receipt of (a) a written confirmation by such officer or director of such person’s good faith belief that such person met at least the minimum standard of conduct set forth in these Bylaws, and (b) a written 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 such person is not entitled to be indemnified by the University as authorized in this Section.

(3) To the extent that a director or officer of the University 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, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(4) Any indemnification under this Section (unless ordered by a court) shall be made by the University only as authorized in the specific case upon determination that indemnification of the director or officer is proper in the circumstances because such person 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.

(5) 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.

(6) The University shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the University, or is or was serving at the request of the University as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity against any liability asserted against such person and incurred by such person in that capacity, or arising out of such person’s status as a director or officer, whether or not the University would have the power to indemnify such person against such liability or advance expenses to such person under the provisions of this Section.

(7) 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 disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

ARTICLE VII: AMENDMENTS

Section 1. Amendment of Bylaws.

The Board of Directors, by the affirmative vote of a majority of the entire Board of Directors, shall have power to amend these Bylaws at any regular or special meeting.

As amended through June 11, 2026.