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| By-Laws of Aquinas College Corporation and Board of Trustees |
| Amended
March 2003 |
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| Preamble |
| Aquinas
College is incorporated as a non-profit education corporation under
the provisions of Act. 327 of the Public Acts of 1931, as amended, and
is entitled by its Articles of Incorporation to grant degrees and honors
under the laws of the State of Michigan. Following are the By-Laws of
Aquinas College, which operates through a Board of Trustees. |
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| Article
I |
| Members |
- The membership of this corporation shall consist of not less than
seven nor more than forty-one members and shall include the President
of the College, the Prioress General and the Treasurer of the Sisters
of the Order of St. Dominic of Grand Rapids. At least five of the
members, in addition to the Prioress General and the Treasurer General
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.
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| Article
II |
| Board
of Trustees |
- The members of this corporation shall constitute the Board of Trustees
thereof. The care, custody, control, and management of the properties,
funds, and fiscal affairs of this corporation shall be vested in the
Board of Trustees.
- Members may be elected to the Board of Trustees by a majority vote
of the existing members at any time, within the limitations of Article
I, above. Members 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.
- The Board term of office for members and officers of the Board
of Trustees shall be three years. (For purposes of these By-Laws 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, and shall be free to attend Board meetings
with voice but not vote, and shall receive copies of Board minutes.
- The Board of Trustees, by a majority vote thereof, whenever in
their 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.
- The Standing Committee on Trustees shall be the nominating committee
for the nomination of Trustees. Current Trustees will be polled for
their recommendations for such positions. Elections shall be by secret
ballot either by mail prior to the regular May meeting of the Board
of Trustees or at the May meeting for terms beginning with the following
October meeting. In order to be considered, nominations together with
supporting documentation must be submitted to the Committee at least
thirty (30) days prior to the May meeting. The Committee may accept
nominations from any source.
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| Article
III |
| Functions of the Board |
- 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.
- 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, 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.
- 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.
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| Article
IV |
| Meetings of the Board of Trustees |
- The Board of Trustees shall meet regularly four times a year; on
the third Tuesday of January, March, May, and October. The regular
meetings, as well as special meetings 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. Notice and agenda for the meetings shall be prepared
by the President in consultation with the Chair of the Board and shall
ordinarily be presented to the members of the Board at least five
(5) calendar days before the meeting. Special
meetings of the Trustees shall be called by the Chair upon reasonable
notice served upon each Trustee in writing; provided that such notice
shall be served in ample time to enable all Trustees thereafter to
reach the place of meeting at the time set. 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.
- The majority of the members of the Board of Trustees shall be a quorum
for conducting business.
- With the approval of the Board, the Chair may invite other persons
to the Board meetings, upon his/her own initiative, the recommendation
of the President of the College, or of the Trustees themselves.
- Minutes of a Trustees meeting, signed by a Trustee, shall be equal
to presence at such meetings 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.
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| Article V |
| Officers |
- 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 May Board meeting of the year in question, to take office at
the following October meeting. The Treasurer shall normally be the
Chair of the Committee on Business and Finance. 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.
1(b). The Board of Trustees may elect Co-Chairs of the Board, in which
event wherever the term "Chair" is specified in these By-Laws, the
term "Co-Chairs" shall be substituted for the term "Chair" during
such Co-Chairs' 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 By-Laws. The Chair shall also be an ex officio member
without vote of all other Standing Committees of the Board. No Trustee
may serve as Chair for more than one three-year term.
- 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. The Vice Chair shall be elected to
the position of Chair of the Board upon the completion of the Chair's
term of office. No Trustee may serve as Vice Chair for more than one
three-year term.
- 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
of the Corporation.
- 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.
- The Standing 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 prior to the regular May meeting or at the regular
May meeting for terms beginning with the following October meeting.
In order to be considered, nominations must be submitted to the Committee
at least thirty (30) days prior to the May meeting. The Committee
may accept nominations from any source. Whenever possible, at least
two nominees shall be presented for each office.
- In order to provide for an orderly transition and continuity, the
initial terms of officers nominated in May for election in October
shall be:Chair
Three years;Vice
Chair Two years; Secretary
Three years; Treasurer
Three years.
Thereafter,
elections for the above officers shall be for three-year terms. Officers
elected to serve initial terms of less than three years may serve
two subsequent full three-year terms in such office if elected.
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| Article
VI |
| Executive Committee |
- There shall be an Executive Committee of the Board composed of the
Chair, Vice Chair, Secretary, Treasurer of the Board, 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 and Faculty Affairs Committee, the
Business and Finance Committee, the Development Committee, and the
Enrollment Committee. The immediate past Chair(s) (or Co-Chair(s)
of the Board of Trustees will serve as member(s) of the Executive
Committee 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.
- 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. This committee is also responsible for the performance
and compensation 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.
- All proceedings of the Executive Committee shall be recorded and
reported to the Board of Trustees at the next regular meeting of the
Board.
- A majority of the membership of the Committee shall constitute
a quorum. Less than a quorum may adjourn the meeting to a specified
date.
- Vacancies on the Executive Committee may be filled by the remaining
members until the next regular or special meeting of the Board.
- 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.
- The Board of Trustees reserves the right to abolish the Executive
Committee or change the membership thereof.
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| Article VII |
| Committees |
- 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.
- 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. Such appointments shall
be for a term of one year and shall be renewable.
- The existing Standing Committees of the Board are:
A. Executive
B. Business and Finance
B1. Investments Subcommittee
C. Academic and Faculty Affairs
D. Facilities
E. Trustees
F. Student Affairs
G. Development
H. Enrollment
I. Religious Affairs
J. Awards
K. Diversity
- The Chair of each 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 with a maximum of three successive one-year
terms in that position. 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.
- 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.
- 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 (10) days advance notice will be given to members of the Committee
of the date, location, and agenda of each meeting.
- A report of a 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 (10) days prior to
the Board meeting at which it is to be considered.
- Each Standing Committee shall have not less than five (5) Trustees
as members. Non-Trustee members may be approved by and serve at the
direction of the Board or at the discretion of the Chair of the Board.
- 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.
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| Article
VIII |
| The
President of the College |
| The
President of the College shall be elected by the Board of Trustees.
Upon election the President becomes a member of this corporation and
is present at all Board meetings. As Chief Executive Officer of the
College, the President answers to the Board and serves at its pleasure.
The President is present at all Board meetings. The President shall
furnish leadership for the Board 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. |
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| Article
IX |
| Seal |
| The corporate seal shall consist of the words, "Aquinas College,
Grand Rapids, Michigan" inscribed in an outer circle, within which
is a shield bearing a blazing sun superimposed on fifteen navy vertical
stripes, alternating silver and blue, and capped with a black and
white upper compartment; an open book is the crest above the shield
and scroll beneath the shield bears the motto, "NON NISI TE DOMINE."
Such seal shall constitute the official seal of the Aquinas College
corporation. |
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| Article
X |
| Amendment |
| The Trustees of this Corporation shall have the power to make, amend,
or repeal the By-Laws, in whole or in part, by a majority vote of
all the Trustees at any regular or special meeting of the Trustees,
provided that ten (10) days notice of the intention to make, amend,
or repeal such By-Laws, in whole or in part, is given together with
a copy thereof. A waiver of such notice shall be signed by all the
then-qualified Trustees, in accordance with applicable statutes of
the State of Michigan. |
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