By-Laws of Aquinas College Corporation and Board of Trustees

1. The Board of Trustees of this corporation shall consist of not less than seven nor more than twenty-eight members and shall include the Prioress and the Treasurer of the Sisters of the Order of St. Dominic of Grand Rapids.  At least one-fourth of the Trustees, including the Prioress and the Treasurer of the Sisters of the Order of St. Dominic of Grand Rapids, shall be religious, preferably members of the Sisters of the Order of St. Dominic of Grand Rapids, ordained clergy, or Dominican affiliates recommended by the Prioress.
2. The care, custody, control, and management of the properties, funds, and fiscal affairs of this corporation shall be vested in the Board of Trustees.
3. Trustees may be elected to the Board of Trustees by a majority vote of the existing Trustees at any time, within the limitations of this Article I. Trustees elected to the Board shall be proven leaders chosen from among representatives of various professional, occupational, and cultural backgrounds who have a genuine interest in higher education.  Trustees must have time to devote to the work of the Board.
4. The Board term of office for members and officers of the Board of Trustees shall be three years. (For purposes of these Bylaws a Board year is July 1 to June 30.) No Trustee may serve more than a span of three consecutive three-year terms.  A Trustee who has completed one of these term spans shall be eligible for re-election to the Board only after an interim of one year.  Any Trustee who has completed the maximum number of terms and years allowable to him or her shall be called Trustee Emeritus/a, and shall be free to attend Board meetings with voice but without fiduciary responsibilities or voting power.  A Trustee Emeritus/a may receive copies of the Board meeting packet, agenda, and/or minutes upon request.
5. The Board of Trustees, by a majority vote thereof, whenever in its judgment the general interests of this corporation shall require the same, may borrow money and issue the promissory notes or bonds of this corporation for the repayment thereof, with interest, and may in such case mortgage all or any portion of the properties of this corporation as security for its debts or other lawful engagements.  The resolution of the Trustees, authorizing any such loan or mortgage, shall state the particular sums, rates of interest, and time or times of the maturity of such loan or engagement.
6. The Standing Committee on Trustees shall be the nominating committee for the nomination of Trustees. Current Trustees will be polled for their recommendations for election and re-election of Trustees.  Elections shall be by secret ballot either by mail or electronic communication prior to the regular April meeting of the Board of Trustees or at the April meeting for terms beginning July 1 of the following Board year.  In order to be considered, nominations together with supporting documentation must be submitted to the Committee on Trustees at least thirty (30) days prior to the April meeting. The Committee may accept nominations from any source affiliated with the College.

1. The primary function of the Board of Trustees is to determine the broad policies under which the College operates.  The Board of Trustees passes on all major policy matters affecting the welfare of the College and acts legally through its Chair.  It reviews and approves or disapproves any and all major changes proposed for any aspect of the College, insisting on effective planning and evaluation of such changes on the part of the administration and faculty.
2. In general, it is the function of the Board of Trustees to guide and control the long-range objectives of the College, to determine what role it shall attempt to fill in the society which it serves to fulfill its academic purpose as a Catholic college, and to provide long-range strategic planning for the specifying of these objectives, but the Board of Trustees cannot delegate its ultimate responsibility for the nature, role and direction of the total College operation.

1. The Board of Trustees shall meet regularly four times per Board year; on the third Tuesday of July, October, January, and April.  Special meetings of the Board of Trustees, when needed, shall be called by the Chair, upon his/her own initiative or at the request of the President of the College, or upon the written request of three members of the Board.  Reasonable notice of special meetings of the Trustees shall be served upon each Trustee in writing or electronically; provided that such notice shall be served in ample time to enable all Trustees thereafter to reach the place of meeting or participate via telephone or video conference at the time set.  The notice and agenda for any regular or special meeting shall be prepared by the Chair of the Board in consultation with the President and shall ordinarily be presented to the members of the Board at least five calendar days before the meeting.  Any regular or special meeting called and noticed as above required may be adjourned to a day certain at the same place, without any further or other notice, by a vote of the majority of the Trustees voting thereon.
2. The majority of the members of the Board of Trustees shall be a quorum for conducting business.
3. With the approval of the Board, the Chair may, for a particular purpose, invite other persons to attend the Board meetings, upon his/her own initiative, the recommendation of the President of the College, or of the Trustees themselves.
4. Minutes of a Trustees meeting, signed by a Trustee, shall be equal to presence at such meeting and the action of the Trustees reduced to writing and signed by all Trustees shall be as valid as action at a duly constituted meeting.
5. A Trustee may participate in a meeting by means of telephone or video conference or other means of remote communication by which all persons participating in the meeting can communicate with each other.  Participation in a meeting constitutes presence at the meeting.
6. Any action that may be taken at a meeting of the Board of Trustees may be taken without a meeting if all Trustees consent to the action in writing or by an electronic communication.  Consents shall be filed with the Secretary of the corporation.
7. An electronic transmission or electronically transmitted communication is any communication that does not directly involve the physical transmission of paper, creates a record that may be retained and retrieved by the recipient, and may be directly reproduced in paper form by the recipient through an automatic process.  The corporation and the Trustees may use electronic transmissions to: a. issue notices to Trustees, b. conduct meetings solely by means of remote communication, c. vote on matters, d. obtain a Trustee’s consent to an action without a meeting, and e. distribute the corporation’s annual report.

1. (a) The officers of this corporation shall consist of a Chair, a Vice Chair, a Secretary and a Treasurer. The Chair, Vice Chair, Secretary and Treasurer shall be elected from among the members of the Board by majority vote of the Board of Trustees in attendance, normally at the April Board meeting of the year in question, to take office on July 1 of the following Board year.  If the membership term of an officer expires before his/her term of office, then membership shall be extended to complete the term of office.  These officers shall serve until their successors shall be elected and shall have qualified.  The Board may appoint one or more assistant officers as it shall deem necessary, to serve at the pleasure of the Board, and they shall perform such duties as may be assigned to them. The Board of Trustees will designate a resident agent.
   (b) The Board of Trustees may elect Cochairs of the Board, in which event wherever the term “Chair” is specified in these Bylaws, the term “Cochairs” shall be substituted for the term “Chair” during such Cochairs’ term of office.
2. The Chair shall preside at all meetings of the Board of Trustees and of the Executive Committee and shall perform such duties as customarily pertain to the office and such duties as specified by the Board of Trustees or the Bylaws.  The Chair shall also be an ex officio member without vote of all other Standing Committees of the Board.  A Trustee who has completed a term in office as Chair shall be eligible for re-election as Chair only after an interim of three years.
3. The Vice Chair shall perform the duties of the Chair of the Board in the absence or inability to act of the Chair and such other duties as may be assigned by the Chair. 
4. The Secretary shall issue notices of all regular and special meetings of the Board and shall be responsible for the complete and accurate minutes of the proceedings of all meetings of the Board of Trustees, of the Executive Committee, and all other Board committees on which he or she sits as an ex officio, non-voting member, and in general shall perform such duties as usually attended upon the office of Secretary.
5. The Treasurer shall normally be the Chair of the Committee on Business and Finance, or otherwise shall be an ex officio member of the Business and Finance Committee with vote.
6. The Committee on Trustees shall be the nominating committee for the nomination of officers.  Current Trustees will be polled for their recommendations for such positions.  Elections shall be by secret ballot either by mail or electronic communication prior to the regular April meeting or at the regular April meeting for terms beginning  July 1 of the following Board year.  In order to be considered, nominations must be submitted to the Committee on Trustees at least thirty days prior to the April meeting.  The Committee may only accept nominations from members of the Board.  Whenever possible, at least two nominees shall be presented for each office.
7. The terms of officers elected in April shall begin on July 1 and shall be: Chair - Three years; Vice Chair - Three years; Secretary - Three years; Treasurer - Three years.

1. There shall be an Executive Committee of the Board composed of the Chair, Vice Chair, Secretary, Treasurer, the Prioress of the Sisters of St. Dominic of Grand Rapids, or her designee from the Dominican Order who is also a member of the Board of Trustees, and the Chairs of the Academic Affairs and Policies Committee, the Business and Finance Committee, the Advancement Committee, the Trustees Committee, and the Institutional and Strategic Planning Committee.  The immediate past Chair(s) (or Cochair(s) of the Board of Trustees will serve as ex officio member(s) of the Executive Committee without vote for a term of one year after the expiration of his/her term of office. The Chair and Secretary of the Board shall act as Chair and Secretary, respectively, of the Executive Committee.
2. All proceedings of the Executive Committee shall be recorded and reported to the Board of Trustees at the next regular meeting of the Board.
3. A majority of the membership of the Executive Committee shall constitute a quorum. Less than a quorum may adjourn the meeting to a specified date.
4. Vacancies on the Executive Committee may be filled by the remaining members until the next regular or special meeting of the Board.
5. The Executive Committee shall meet upon call by the Chair of the Board or the President of the College but not less than four times in each Board year.
6. Any action that may be taken at a meeting of the Executive Committee may be taken without a meeting if all members of the Executive Committee consent to the action in writing or by an electronic communication.  Consents shall be filed with the Secretary. An electronically transmitted communication is any communication that does not directly involve the physical transmission of paper, creates a record that may be retained and retrieved by the recipient, and may be directly reproduced in paper form by the recipient through an automatic process.

1. The Board of Trustees shall establish such standing and other committees as it shall deem necessary to perform such duties as the Board may designate.
2. The Chair of the Board, after consulting with members of the Board with regard to their preferences for assignment, shall appoint the members of all standing and other committees other than the Executive Committee.  Such appointments shall be for a term of one year and shall be renewable.
3. The Standing Committees of the Board and their respective responsibilities are:
   A. Executive.  The Executive Committee shall have authority to act on behalf of the Board of Trustees during the intervals between Board meetings.  It shall be responsible for recommendations to the full Board at least annually on the institution’s planning process, the work of the Standing Committees, the performance of the Board, and the Board’s support of the President.  The Executive Committee is also responsible for conducting the performance evaluation of the President; the President shall be excused as appropriate from the committee’s deliberations on these matters.  The Executive Committee’s central purpose is to strengthen the Board’s performance by helping it function effectively and efficiently. Its broad powers shall be used only as necessary and appropriate on routine business or on emergency matters that cannot or should not be delayed until the Board’s next regularly scheduled meeting or until a special meeting of the Board should be called.
   B. Business and Finance.  The Business and Finance Committee shall oversee financial matters relating to the corporation including review and recommendation of budgets, enrollment goals, cash flow projections, borrowing, insurance coverages, tuition rates and discount, room and board fees, financial aid, operations, facility construction and maintenance and similar matters.
   B (i). Investments Subcommittee.  The Investments Subcommittee shall, subject to scope of investment and spending policy guidelines established by the Board of Trustees, supervise and have management of all investments of the corporation.  The Investments Subcommittee shall recommend to the Board of Trustees the employment of investment counsel and investment managers.  The Investments Subcommittee shall regularly report on the status of the College’s investments to the Board of Trustees and shall at least annually prepare and submit to the Board of Trustees a report on investment performance results.
   B(ii). Audit Subcommittee.  The Audit Subcommittee shall continually review the corporation’s financial data and controls, the accounting systems and controls and the reporting processes and other internal controls.  The Audit Subcommittee shall have power to authorize or conduct any investigation of any matter brought to its attention and shall have access to all books and records and all personnel of the corporation.  It shall seek to ensure that the College is in compliance with applicable legal and regulatory requirements and ethical standards.  It shall communicate with staff responsible for preparing financial statements and maintaining internal financial controls.  The Audit Subcommittee shall select and retain an independent certified public accounting firm to be the auditor of the corporation each year.  It shall cause to be prepared at least annually an audited statement of the financial condition of the corporation as of the close of the fiscal year.
   C.  Academic Affairs and Policies.  The Academic Affairs and Policies Committee shall concern itself with the educational policies and plans of the College; it shall inform itself as to conditions in the various schools and departments of the College and recommend measures deemed requisite to make the most effective use of the educational resources of the College, including faculty, curriculum, library and classroom, facilities, and related matters.  The Academic Affairs and Policies Committee shall annually make faculty rank, tenure, and promotion recommendations to the Board of Trustees.
   C(i).  Awards Subcommittee.  The Awards Subcommittee with input and assistance from the President shall identify and recommend to the Board of Trustees individuals deemed worthy of receiving recognition by the College for their exemplary contributions to society and/or Aquinas College.
   D. Trustees.  The Committee on Trustees shall be the nominating committee for the nomination of Trustees as set forth in Article I, Section 6 of these Bylaws and for the nomination of Board officers as set forth in Article IV, Section 6 of these Bylaws. The Committee on Trustees shall furnish information relating to the background and qualifications of all such nominees to the Board of Trustees at least five days prior to the Board of Trustees meeting at which an election is scheduled to take place. The Committee on Trustees shall, on an annual basis, evaluate the effectiveness of the Board of Trustees and individual Trustees and seek to identify ways to enhance that effectiveness. The Committee on Trustees shall annually report to the Board of Trustees on its evaluation of Trustee effectiveness.
   E. Advancement.  The Advancement Committee shall, in cooperation with the President, participate in the identification, development, and implementation of goals and planning with regard to public relations, donor relations, fund raising, endowment, and grants in order to assure a receptive atmosphere and the existence of effective plans and programs to meet the short and long range financial needs of the College.  The Advancement Committee shall report to the Board of Trustees regularly.
   F.  Institutional and Strategic Planning.  The Institutional and Strategic Planning Committee shall review and make recommendations to the Board of Trustees on matters of long-term policy and priorities including, the College’s vision, mission, future enrollment, facilities needs, student affairs, Catholic identity, diversity, inclusion, sustainability, and finances as well as issues of a continuing nature which do not fall into the scope of any other single committee.  The Institutional and Strategic Planning Committee shall be responsible for periodically developing, monitoring, and revising a long range/strategic plan for the College, as well as making new plans as needed.
4. The Chair of each Standing Committee shall be a Trustee and shall be designated by the Board Chair for a term of one year, which may be renewed for subsequent one year terms.  The Board Chair shall have the power to remove a Trustee from the position of Committee Chair prior to the expiration of the one-year term, if necessary.
5. The Chair of the Board, the President of the College, and the Secretary of the Board will be ex officio members of each Standing Committee with voice but no vote.
6. Standing Committees will meet as often as necessary at the call of the Committee Chair, but are expected to meet not less frequently than set out in the Guidelines for Committees which are attached hereto.  A minimum of ten days advance notice will be given to members of the Committee of the date, location, and agenda of each meeting.
7. A report of a Standing Committee may contain recommendations, motions for action of the Board, and position papers on issues to be considered by the Board and must be submitted at least ten days prior to the Board meeting at which it is to be considered.
8. Each Standing Committee shall have at least three Trustees and at least two Trustees Emeriti as members, so that a majority of the members of each Standing Committee are comprised of Trustees and Trustees Emeriti.
9. In the Board Chair’s discretion, Trustees Emeriti, community members, College faculty, staff or students may become voting members of a standing or other committee.
10. The Board of Trustees may at any time abolish any committee or establish other Standing Committees, or modify the numbers of members or the duties of the committee.  Ad-Hoc committees or task forces may be appointed by the Chair.  Such committees or task forces shall remain active until they have accomplished the purposes for which they are appointed.

1. The President of the College shall be appointed by the Board of Trustees. Upon appointment the President becomes an ex officio member of the Board, without vote, and shall be present at all Board meetings, except when excused from a Board executive session.  As Chief Executive Officer of the College, the President answers to the Board and serves at its pleasure.  The President shall furnish leadership for the College and has delegated authority from the Board to operate the institution according to established goals and sound academic practice, including authority to appoint such administrative officers of the College with titles such as Vice President as the President deems necessary or advisable.

1. The policy of this corporation is to indemnify and hold harmless to the full extent of the law any officer, director, member of a committee, or other agent of the corporation, their personal representatives and heirs, against expenses judgments, fines settlements and other amounts actually and reasonably incurred in connection with actions taken on behalf of the corporation, if such person acted in good faith, in a manner the person reasonably believed to be in or not opposed to the best interest of the corporation, and in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful.
2. The College will provide directors and officers insurance coverage and will pay any deductible that might arise from any claims or judgments under that coverage.

1. The corporation hereby incorporates by reference into these Bylaws the document entitled “Conflict of Interest and Disclosure Policy,” which was adopted by the Board of Trustees on March 16, 1999 and is attached hereto, as its official and comprehensive policy with respect to conflicts of interests that may arise between members of the Board of Trustees and the corporation.