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Second Amended and Restated Bylaws of Aquinas College Corporation and Board of Trustees

Amended June 1, 2012

Article I	Article II	Article III	Article IV	Article V	Article XI
Article VI	Article VII	Article VIII	Article IX	Article X

Preamble

Aquinas College is incorporated as a Michigan 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 (the “College” or “corporation”). Following are the Bylaws of Aquinas College, which operates through a Board of Trustees.

Article I

Board of Trustees
1. The Board of Trustees of this corporation shall consist of not less than seven (7) voting members and not more than fifteen (15) voting members, with two of that number appointed by the Prioress of the Sisters of the Order of St. Dominic of Our Lady of the Sacred Heart (the “Dominican Sisters”). The Prioress may, but need not, appoint herself as one of her two appointees.
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 and the mission of the College. 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 Trustee Development Committee 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 last regular meeting of the Board of Trustees in a Board year 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 Trustee Development Committee at least thirty (30) days prior to the meeting at which the election is to take place. The Committee may accept nominations from any source affiliated with the College.

Article II

Functions of the Board

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.

Article III

Meetings of the Board of Trustees

1. The Board of Trustees shall meet regularly not less than four times per Board year on dates set at the first regular meeting in a Board year. 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.

Article IV

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 last 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.
1(b) The Board of Trustees may elect Co-Chairs of the Board, in which event wherever the term “Chair” is specified in these Bylaws, 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 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 Standing Committees of the Board. The Chair may designate one member of the Board as a liaison with or to represent the Board on any entity that has as a primary purpose fundraising for the benefit of the College. 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 be the chairperson of the Strategic Direction Committee and 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 be the chairperson of the Trustee Development Committee and 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, and all other Board committees on which he or she sits as chairperson or 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 be the chairperson of the Finance Committee and maintain both an Audit Subcommittee and an Investment Subcommittee.
6. The terms of officers shall begin on July 1 and shall be: Chair—Three years; Vice Chair—Three years; Secretary—Three years; Treasurer—Three years.

Article V

Reserved

Article VI

Committees

1. The Board of Trustees shall establish three standing committees and may establish 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. 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. Strategic Direction Committee. The Strategic Direction Committee shall be led by the Vice Chairperson and shall:
i. Provide direction to the President, through mission and vision statements for the setting of annual strategic plan and goals;
ii. Review and make recommendations to the Board regarding the long term direction of the College;
iii. Periodically develop, monitor and revise as necessary the mission and vision statements;
iv. Develop focus areas of the College; and
v. With the President, develop strategic focus for the Board meeting agenda.
B. Finance Committee. The Finance Committee shall be led by the Treasurer. The Finance Committee, with the Audit Subcommittee and the Investment Subcommittee shall:
i. Review the annual budget before submission to the Board for approval;
ii. Assure the conduct of and oversee required audits;
iii. Oversee the management of invested funds; and
iv. With the President, develop the financial portion of the Board meeting agenda.
C. Trustee Development Committee. The Trustee Development Committee shall be led by the Secretary and shall:
i. Establish and conduct a process for selecting, vetting, and preparing Board members;
ii. Prepare Board Members’ education and development portion of every Board meeting agenda; and
iii. Establish and conduct a process for annual evaluation of the Board and the President.
4. Standing Committees will meet as often as necessary at the call of the Committee Chair, but are expected to meet not less frequently than prior to each regularly scheduled meeting of the Board. A minimum of ten days advance notice will be given to members of the Committee of the date, location, and agenda of each meeting.
5. 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.
6. Each Standing Committee shall have at least three Trustees, which shall include the officer acting as its chairperson, and the committee chairperson, with the advice and consent of the Board Chair, may appoint Trustees Emeriti and members of the community at large and designate each as a voting or a non-voting member of the committee, provided that that a majority of the members of each Standing Committee are comprised of Trustees and Trustees Emeriti.
7. In the Board Chair’s discretion, Trustees Emeriti, community members, College faculty, staff or students may become members of other committees with or without voting rights as he or she may designate.
8. 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.

Article VII

The President of the College

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. The President shall also be an ex-officio member of each standing committee, without a vote, and shall endeavor to be present at all standing committee meetings. 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.

Article VIII

Indemnification

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.

Article IX

Conflict of Interest

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.

Article X

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.

Article XI

Amendment

The Trustees of this corporation shall have the power to make, amend, or repeal the Bylaws, in whole or in part, by a majority vote of all the Trustees at any regular or special meeting of the Board of Trustees, provided that ten days notice of the intention to make, amend, or repeal such Bylaws, 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.