Hampshire College
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Bylaws of Hampshire College
THE TRUSTEES OF HAMPSHIRE COLLEGE BYLAWS
(As revised and submitted March 15, 1991, and further revised on February 28, 2004, and 2006/2007)
ARTICLE I
Name, Location, and Purposes
Section 1.
The legal name of the Corporation is The Trustees of Hampshire College, under which name its business and affairs are to be conducted. The college to be established and maintained by the Corporation is to be known as Hampshire College.
Section 2.
The location of the principal office and the purposes of the Corporation shall be as set forth in the agreement of association, as from time to time amended.
ARTICLE II
Members of the Corporation
Trustees
Section 1.
(1) There shall be not fewer than twelve and not more than thirty-one members of the Corporation, of whom one shall be the Faculty Trustee, one shall be the Staff Trustee and one shall be the Student Trustee, each being chosen and serving as hereinafter provided; and one shall be the President of Hampshire College ex officio. The members of the Corporation shall be known as Trustees, and collectively as the Board of Trustees.
(2) Except for the President of Hampshire College, the Faculty Trustee, the Staff Trustee and the Student Trustee, each Trustee shall occupy a Trustee position in one of four groups. Within each group positions shall terminate at the close of the annual meeting in the same year, with the termination dates for such groups arranged sequentially at one-year intervals. There shall be no more than eight positions in each such group.
(3) The Board of Trustees may at any meeting elect trustees to fill vacancies in any one or more four-year term Trustee positions. In each odd-numbered calendar year, the alumni/ae of the college, as the Board of Trustees may determine, shall elect one of its members to be Trustee for a four-year term. Vacancies in the four-year term positions shall be filled by the body that elected the last incumbent of the vacant position. The election of Trustees by the alumni and alumnae of the college shall proceed according to the Bylaws of the Hampshire College Alumni Association.
(4) A trustee shall be initially elected by the board for one term of four years and may be reelected for a second four-year term at the annual meeting of the fourth year of service. After each eight years of service as trustee, a trustee must take at least one year off before he or she is eligible for reelection.
(5) A Trustee may resign at any time by delivering a written resignation to the Chair or to the Secretary.
(6) The position of Emeritus Trustee may be filled by election to it of one or more former Trustees who have served on the board with distinction for a minimum of eight years. An Emeritus Trustee shall be welcome to attend the annual meeting of the Board of Trustees, shall receive agendas and minutes of board meetings, but shall not otherwise participate or vote therein.
(7) In any year, as required, the Faculty Trustee shall be elected by and from the teaching faculty and shall be appointed by the Board of Trustees to a two-year term. The term shall end at the annual meeting of the second year. Only full-time faculty members employed by the college for at least one academic year are eligible. Any faculty member also performing administrative duties shall be ineligible. On termination of his or her relationship with the college, or upon assumption of administrative duties at the college, the incumbency of a faculty member as Faculty Trustee shall terminate. The incumbency of a Faculty Trustee shall also terminate on the period while the college is in regular session. Vacancies occurring in midterm shall be filled at any meeting of the Board of Trustees by the normal nominating and appointment procedures except that the trustee-elect shall be eligible to fill the remainder of the unexpired term plus one complete term, provided the total incumbency does not exceed two-and-one-half years. In specific instances, the Nominating Committee shall determine conclusively the eligibility or termination of incumbency as set forth in this paragraph.
(8) In any year, as required, the Staff Trustee shall be elected by and from the members of the Exempt and Non Exempt Staff and shall be appointed by the Board of Trustees to a two-year term. The term shall end at the annual meeting of the second year. Only full-time Staff members employed by the college for at least one academic year are eligible to serve. Any Staff member who is also an officer of the college shall be ineligible. On termination of his or her relationship with the college, or upon assumption of administrative duties at the college, the incumbency of a Staff member as Staff Trustee shall terminate. The incumbency of a Staff Trustee shall also terminate on the absence, continuous or intermittent, from campus activities for longer than a twelve-week period while the college is in regular session. Vacancies occurring in midterm shall be filled at any meeting of the Board of Trustees by the normal nominating and appointment procedures except that the trustee-elect shall be eligible to fill the remainder of the unexpired term plus one complete term, provided the total incumbency does not exceed two-and-one-half years. In specific instances, the Nominating Committee shall determine conclusively the eligibility or termination of incumbency as set forth in this paragraph
(9) In any year, as required, the Student Trustee shall be elected by and from the student body and shall be appointed a voting member by the Board of Trustees to a one-year term, said term to end at the annual meeting. A Student Trustee Alternate shall also be elected, who shall attend meetings and participate in the business of the board as required. In the absence of the Student Trustee, the Alternate shall serve in his or her capacity. At the completion of the Student Trustee's one-year-term, the Student Trustee Alternate shall assume the position of Student Trustee with the subsequent right to vote, and a new alternate shall be elected by the student body.
(10) Only a full-time student who has been in residence for at least one academic year and is in good academic standing shall be eligible to serve as Student Trustee or Student Trustee Alternate. Students on academic or disciplinary probation shall be ineligible for service as Student Trustee or Student Trustee Alternate, and any Student Trustee or Student Trustee Alternate who is placed on academic or disciplinary probation shall become ineligible for service for the balance of his or her term. Upon acquiring field-study or leave of absence status, and upon any other termination of his or her full-time active student status with the college, the incumbency of a student as Student Trustee or Student Trustee Alternate shall terminate. The incumbency of a Student Trustee or Student Trustee Alternate shall also terminate on the absence, continuous or intermittent, from campus activities for longer than a twelve-week period while the college is in regular session. Vacancies occurring in midterm in the Student Trustee position shall be automatically filled by the Student Trustee Alternate, who shall be eligible to fill the remainder of the unexpired term plus one complete term, total incumbency not to exceed one-and-one-half years. Vacancies occurring in the Student Trustee Alternate position shall be filled at any meeting of the Board of Trustees by the election of a new Student Trustee Alternate who shall be eligible to fill the remainder of the unexpired term plus one complete term as Alternate, provided the total Alternate incumbency does not exceed one-and-one-half years. In specific instances, the Nominating Committee shall determine conclusively the eligibility or termination of incumbency as set forth in this paragraph.
(11) No faculty member or student who has served two consecutive years or two consecutive years and a portion of an unfilled term as a Trustee shall be eligible for reelection until one year has elapsed.
Section 2.
Subject to law and to the agreement of the association, The Board of Trustees shall have and may exercise all of the powers of members and all of the powers of the Corporation. Without limiting the generality of the foregoing, the Board of Trustees shall have all the powers of directors, including general supervision and control over the property and affairs of the Corporation. The Board of Trustees shall: formulate and oversee the educational and fiscal policy of Hampshire College; elect or appoint all officers of the Corporation, including the President; appoint all other officers of instruction and administration and determine their duties and responsibilities, their tenure, their conditions of employment, and their remuneration; make and from time to time change rules and regulations to ensure the good government of Hampshire College, including procedures for enforcement and penalties for violation; fix all tuition and other fees and charges; and confer all honors and degrees.
Section 3.
The annual meeting of the Board of Trustees shall be held in May of each year on the campus of Hampshire College in Amherst, Massachusetts, or at such other place or time of day as may be stated in the notice of the meeting. The Chair or any four or more Trustees may specify the purposes for which an annual meeting is to be held in addition to those purposes prescribed by law, by the agreement of the association, or by these bylaws. If the annual meeting is not held as provided for, a special meeting may be held in lieu thereof, and all business transacted and all elections held at such meeting shall have the same effect as if transacted or held at the annual meeting.
Section 4.
(1) In addition to the annual meeting, at least three regular meetings of the Board of Trustees shall be held in Amherst, or at such place as shall be specified in the notice of the meeting, on such dates and at such times as the Board may designate.
(2) Special meetings of the Board shall be held when called by the Chair, the President, the Secretary, or any majority of Trustees.
Section 5.
Notice of meetings of the Board of Trustees shall state the time, place, and purposes thereof, and shall be given by the Secretary or his or her designate. Each Trustee shall, personally or by mail or telephone according to his or her address appearing on the records of the Corporation, receive the call to meeting at least seven days prior to the meeting; provided that no notice shall be required of any meeting at which all persons entitled to receive such notice are present or of which they have, in writing, waived notice.
Section 6.
Except as otherwise specifically required by law or by the agreement of association or by these bylaws, a majority of the Trustees shall constitute a quorum at any meeting of the Board of Trustees. When there is a quorum a majority of those present shall determine all matters brought before the meeting. A majority of those present at any meeting, though less than a quorum, may adjourn the meeting and such meeting may be held as adjourned without further notice.
ARTICLE III
Executive Committee
Section 1.
The Board of Trustees may by vote of a majority of their entire number elect from their own number an Executive Committee of not less than five and not more than seven Trustees, including the Chair of the Board and the President of the College, who shall be ex officio members of the committee. Unless otherwise instructed by the Board of Trustees, the Chair shall preside at all meetings of the Executive Committee.
The Executive Committee may be vested with the general supervision and management of the current and ordinary business of the Corporation, but the Executive Committee shall have no power to appoint or dismiss officers of instruction or administration, to confer honors or degrees, to purchase or sell or otherwise dispose of real estate, to make or change rules and regulations to govern the method of electing Alumni Trustees or to ensure the good government of Hampshire College, or to authorize the construction or alteration (as distinguished from current care and maintenance) of any structure used for the purposes of Hampshire College except when specifically authorized to do so by vote of the Board of Trustees. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. In case a quorum is not present at a meeting a lesser number may adjourn the meeting from time to time and the meeting may be held as adjourned without further notice.
Section 2.
The Executive Committee shall transmit to each meeting of the Board of Trustees a copy of the minutes recording all action of the Executive Committee since the preceding meeting of the Board of Trustees. The Board of Trustees shall have power to rescind any vote or resolution of the Executive Committee, but such rescission shall have no retroactive effect if action shall previously have been taken in reliance thereon.
ARTICLE IV
Finance Committee
Section 1.
The Board of Trustees may by vote of a majority of their entire number elect from their own number a Finance Committee of not less than five and not more than nine Trustees. The Chair, the President, and the Treasurer shall be members of the Finance Committee ex officio.
Section 2.
The Finance Committee, subject to the general direction of the Board of Trustees and in accordance with such policies as it may from time to time establish, shall have general charge and supervision of the financial affairs of the Corporation, including without limitation budgeting, disbursement and receipt of funds, and audits; and shall manage, invest, and reinvest the endowment and other funds of the Corporation in accordance with policies established from time to time by the Board of Trustees. The investment, reinvestment, sale, or transfer of funds, real estate, or any other property held for investment may be made only by a majority vote of the Finance Committee or by the written direction of the Chair and two other members of the Finance Committee, or, in the absence of the Chair, by three members of the Finance Committee. The Finance Committee may with the approval of the Board of Trustees delegate specific powers to the Treasurer. Each such delegation shall be in writing and may be revoked at any time by vote of the Finance Committee or the Board of Trustees.
ARTICLE V
Nominating Committee
Section 1.
The Board of Trustees may by vote of a majority of their entire number elect from their own number a Nominating Committee of not less than four nor more than seven Trustees. Terms on the committee shall normally be for three years. The Chair of the Board and the President will not be voting members of this committee but will be expected to be present and included in all deliberations except those involving their offices.
Section 2.
The Nominating Committee shall have the following charges from the Board of Trustees:
(1) To identify and propose for board consideration outstanding candidates for board membership.
(2) To recommend to the board the advisability of reappointment of board members whose term of service is about to expire.
(3) To propose, as required, slates of candidates for board officers, the executive committee, and all other board committees. This charge shall include responsibility for initiating the evaluation of the performance of the Board-its members, its chair, its committees and their chairs, and other officers, with the exception of the president, whose evaluation shall be initiated by the executive committee and conducted by the board.
(4) To advise the board on all matters pertaining to its effective functioning and governance, including best practices, its committee structure, and to ensure the fulfillment of its commitment to diversity, with particular respect to race and gender, and to participatory representation.
(5) To inform itself annually on appropriate board composition, through consultation with the board, the senior administration, alumni and alumnae and their parents, staff, faculty, and student organizations, and Hampshire's fundraising leadership.
(6) To review and recommend procedures for the orientation of new Trustees.
ARTICLE VI
Other Committees
The Board of Trustees may appoint such other committees as deemed desirable to report to and advise and assist the Board in the conduct of the affairs of the Corporation. Such committees may be standing committees or temporary committees, shall act under supervision of the Board, and shall act with respect to such general or special matters as the Board may from time to time determine. Meetings of such committees may be called and held upon such notice as the members of each committee may determine, unless otherwise specified by the Board. Members of committees may be removed at any time by the Board, and any committee may be terminated at any time by the Board. Each committee shall designate a secretary who may, but need not, be a Trustee and may, but need not, be a member of the committee. The Chair and the President shall be members of each standing committee ex officio.
ARTICLE VII
Officers
Section 1.
The corporate officers shall be elected annually by the Board of Trustees and shall consist of: the chair; up to three vice-chairs; the President of Hampshire College; the Vice President and Dean of the Faculty; the Treasurer; and the Secretary. The Chair and the Vice-Chairs shall, and other officers may, but need not, be elected from among the Trustees. Except as otherwise required by law, each corporate officer shall serve for such term as the Trustees shall specify, either by general vote or by the vote by which he is elected or appointed. The chair may be reelected annually for a maximum of four years of service, without regard to the normal one-year hiatus after eight years. To the extent permitted by law any two corporate offices may be held by the same person.
Section 2.
The Chair shall be the chief executive officer of the Corporation and shall preside at all meetings of the members and of the Board of Trustees at which he or she is present. He or she shall have the custody of the Treasurer's bond if any is required. In the event of absence or disability, the Vice-Chair senior in service on the Board shall perform the duties of the Chair.
Section 3.
The President of Hampshire College shall be the chief executive officer of Hampshire College and shall have charge of its administration. He or she shall exercise leadership and supervision of its officers of instruction and administration of its staff and employees.
He or she shall recommend to the Board all appointments, promotions, dismissals, and conditions of service for the faculty and administrative staff. He or she shall act as the principal medium of communication between the Board of Trustees and the faculty, the student body, and the alumni organizations of Hampshire College, shall make an annual report to the Board of Trustees upon the general condition of the college and upon its activities for the preceding academic year, shall preside at all meetings of the faculty and upon all public academic occasions of the college, shall have general direction of the official correspondence of the college, shall exercise general superintendence over all of its concerns, shall have such other duties and responsibilities, and shall have and may exercise such other powers as shall from time to time be determined by the Board of Trustees.
Section 4.
The Board of Trustees may, to the extent and while it deems it suitable, authorize the President to assign and allocate, from time to time, functions, whether or not academic in nature, among such of the officers of instruction and/or administration as the Board may designate for this purpose, including therein functions properly of the President to be performed in the forced absence or disability of the President or whenever requested by the President, the provisions of Article II, Section 2 of these bylaws notwithstanding.
Section 5.
The Treasurer shall be the chief financial officer of the corporation and shall, subject to the direction and control of the President, or, to the extent that he or she shall so designate, the Vice President of Hampshire College and of the Finance Committee, have the care and custody of its funds, securities, and valuable papers, except his or her own bond if any is required and except records and documents required hereby or by vote of the Trustees to be kept by some other person. He or she shall keep or cause to be kept accurate books of account available at all reasonable times to inspection by any Trustee. He or she shall purchase, manage, sell or otherwise dispose of bonds, stocks, notes, real estate, and other evidences of property or indebtedness as authorized from time to time by the Finance Committee.
Subject to the direction and control of the Finance Committee, he or she shall have the responsibility for the investment of all available uninvested cash of the Corporation and shall make available funds called for in the budget as finally approved by the Finance Committee. He or she shall have power to endorse for deposit or collection all notes, checks, drafts, and other obligations and orders for the payment of money to the Corporation. He or she shall have such other powers as the Board of Trustees or the Finance Committee may from time to time determine, in each case with the concurrence of the President of Hampshire College. If required by vote of the Board of Trustees, he or she shall give bond in such form and with such sureties as the Board may require. If at any time the Treasurer is absent or unable to serve, the Assistant Treasurer, if one shall have been elected, shall have all the powers given to the Treasurer by these bylaws.
Section 6.
The Secretary shall be a resident of Massachusetts. He or she shall attend and keep records of all meetings of the Corporation and of the Board of Trustees. He or she shall keep the minute books, the agreement of association, an attested copy of the articles of organization, an attested copy of the bylaws with marginal references to all amendments thereof, and a current list of the members with their addresses. In the absence of the Secretary from any meeting, a Secretary pro tem shall be appointed to keep the minutes thereof. The Secretary and each Secretary pro tem shall be sworn to the faithful performance of his or her duties.
Section 7.
Each of the corporate officers shall have, in addition to the powers and duties herein specified, all other powers and duties ordinarily incidental to his or her office and such other powers and duties as the Board of Trustees may from time to time determine.
Section 8.
Any corporate officer may resign at any time by delivering a written resignation to the Chair or to the Secretary. The Trustees may, at any meeting called for the purpose, remove any corporate officer and may fill vacancies in any corporate office however occurring.
Section 9.
The Board of Trustees shall appoint, in addition to the President, such officers of instruction and administration of Hampshire College as the Board may from time to time determine and shall fix their duties and responsibilities, their tenure, the conditions of employment, and their remuneration.
ARTICLE VIII
The Faculty
The faculty of Hampshire College shall consist of the President of Hampshire College, all full-time officers of instruction, such lecturers, part-time instructors, and visiting teachers as shall from time to time be appointed, and such officers of administration of Hampshire College as the Board of Trustees shall designate as members of the faculty. The President of Hampshire College shall appoint a Secretary to the Faculty who shall keep a record of the proceedings of the faculty and shall submit a copy thereof to the Board of Trustees whenever they shall so request. The faculty (subject to the control of the Trustees) shall fix the requirements of admission, the courses of study, and the conditions of graduation, and shall recommend candidates for degrees to the Board of Trustees, and shall make and may from time to time change rules and regulations (consistent with the charter, with these bylaws and with rules and regulations made by the Board of Trustees) for governing the deliberations of the faculty, for the conduct of the educational work of the college, for ascertaining the proficiency of the students and for assigning honors and courses and for the well-being and government of the college and students.
ARTICLE IX
Tenure
Officers of instruction shall serve at the pleasure of the Trustees, or for a limited term as stated in the letter or contract of appointment. The connection with Hampshire College of each officer of instruction appointed for a limited term shall cease at the expiration of his term, unless he is reappointed. Officers of administration shall serve at the pleasure of the Trustees and may be removed by the Trustees at any time for any reason, and their connection with the college shall cease at the date of such removal unless appointed by the Trustees to another office.
ARTICLE X
Execution of Documents
Except as the Board of Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made, accepted, or endorsed by the corporation shall be signed on behalf of the corporation by the Chairman, by the President of Hampshire College, or by the Treasurer, or by the Secretary, or by such named officer of administration as may, from time to time, be specifically authorized therefore by vote of the Board of Trustees.
ARTICLE XI
Seal
The corporate seal shall consist of a circular die with the words "Massachusetts" and "Corporate Seal" together with the name of the Corporation and the year of its organization cut or engraved thereon, and may include such device as the Board of Trustees may authorize.
ARTICLE XII
Fiscal and Academic Year
Except as from time to time otherwise prescribed by the Board, the fiscal year of the Corporation and the academic year of Hampshire College shall end on June 30.
ARTICLE XIII
Interpretation and Amendments
These bylaws may be amended or repealed and new bylaws may be adopted by vote of two-thirds of the entire number of members at a meeting of which the notice shall have specified the subject matter of the proposed change or the articles to be affected thereby.