As approved by the Board of Trustees of Hampshire College on August 25, 2011 and amended November 12, 2011.
NAME, LOCATION, AND PURPOSES
The name of the Corporation is The Trustees of Hampshire College. (The Corporation is hereinafter referred to as the “College.”)
The registered office of the College is 893 West Street, Amherst, Massachusetts, 01002.
The purposes of the College are as set forth in the Articles of Organization as amended from time to time. In pursuing such purposes, the College shall not act so as to impair its eligibility for exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
AUTHORITY AND RESPONSIBILITIES OF THE BOARD OF TRUSTEES
The Board of Trustees of Hampshire College (“the Board”) shall have and exercise those powers prescribed by law, the Articles of Organization, and these Bylaws. The Board shall exercise ultimate institutional authority consistent with these Bylaws, Articles of Organization, and in such other policy documents it may promulgate. These Bylaws and other Board policy documents shall take precedence over all other College governance documents.
The College shall have no members. No person now or hereafter designated by the College as a “member” for any purpose shall be or be deemed to be a member for purposes of the Articles of Organization or Bylaws of the College or for purposes of Massachusetts General Law Chapter 180, as amended, or any other law, rule, or regulation. Any action or vote required or permitted by Chapter 180 or any other law, rule, or regulation to be taken by members shall be taken by action or vote of the same required percentage of the trustees of the College.
The governance and strategic direction of the College shall be the responsibility of the Board. The Board shall review, approve, modify, disapprove or remand for further action, and monitor the educational and fiscal policies and plans of the College. The administration of the College shall be delegated to the President, who in turn may, at her/his discretion, delegate to senior administrators as defined below, who shall have the authority to make and enforce all necessary regulations for the internal governance of the institution, subject to the approval of the Board.
The authority and the responsibility of the Board of Trustees shall include but not be limited by the following:
2.1 Determine and periodically review the College’s mission and purposes.
2.2 Appoint the President, who shall be the College’s chief executive officer, and set appropriate terms and conditions of employment, including compensation.
2.3 Periodically assess the President’s performance based on mutually agreed upon goals and such other criteria as the Board may determine.
2.4 In consultation with the President, establish such officers of the College and other senior administrators as the Board and president deem appropriate, each of whom shall serve at the pleasure of the President. The President shall appoint such senior administrators, set their terms of employment, and inform the Board of her/his actions in a timely manner.
2.5 Elect annually the officers of the Board, including the chair, vice chair(s), secretary of the College, and treasurer.
2.6 Ensure the development, periodic review, and renewal of a comprehensive strategic plan, and monitor progress toward attainment of its priorities and goals.
2.7 Ensure the quality and effectiveness of the College’s educational offerings. Review and approve proposed revisions of the current academic program, proposed new academic programs, and major non-academic projects that are consistent with the College’s mission, plans, and financial resources.
2.8 Approve College policies and procedures bearing on compensation and conditions of employment for all employees of the College.
2.9 Approve faculty appointments, reappointments, promotions, and dismissals, upon recommendation of the President.
2.10 Approve policies that affect academic freedom.
2.11 Confer all honors and degrees.
2.12 Ensure the development of a strategic financial plan for the College and monitor progress toward attainment of its priorities and goals. Approve the annual operating and capital budgets, authorize and approve any changes in tuition and fees, and regularly monitor the financial condition of the College. Establish policy guidelines for the effective management of institutional assets, both personal and real.
2.13 Ensure the development of a campus master plan and monitor progress toward attainment of its priorities and goals. Authorize the construction of new buildings and major renovations of existing structures as is consistent with any existing campus master plan.
2.14 Authorize any debt financing and approve the securitization of loans.
2.15 Authorize the adoption of plans for the acquisition and disposition of any part of the College’s real property or any material part of the College’s personal property.
2.16 Annually assess the Board’s performance.
2.17 Approve any name change of the College or its constituent parts. Approve any honorific designations.
2.18 Contribute financially to the College’s fundraising goals, secure sources of support, and serve actively as advocates for the College.
2.19 Undertake such other actions as may be required or authorized by law.
2.20 All agreements, regulations, guidelines, and other documents which may govern the rights and obligations and conditions of employment of students, faculty, and non-faculty staff are subject to approval by the President and the Board. These include, among others, contracts, letters of appointment, handbooks, and manuals.
2.21 Ensure that all other actions appropriate to the mission of the College be effected.
MEMBERS OF THE BOARD OF TRUSTEES
The Board shall consist of no fewer than twelve and no more than thirty-one individuals. One trustee shall be selected from the faculty (“the faculty trustee”), one shall be selected from the staff (“the staff trustee”), one shall be selected from the student body (“the student trustee”), and two shall be selected from the alumni of Hampshire College (“the alumni trustees”), each being chosen and serving as hereinafter provided. The President of Hampshire College shall be an ex officio voting member of the Board of Trustees. The Committee on Trusteeship and Governance shall interview all trustee candidates and recommend them to the Board for election as trustees. All trustees shall be obliged to and shall commit themselves to serving the College as a whole; personal interest or constituent affiliation must never be allowed to interfere with that primary commitment. All trustees are expected to sign and abide by a formal code of conduct and disclose any potential conflicts of interest prior to being seated on the Board, every year thereafter, and as conflicts arise. No person under the age of eighteen is eligible to serve as trustee.
At the Board’s annual meeting and by a majority vote of the trustees then in office, the Board of Trustees will elect new trustees or re-elect incumbent trustees who are eligible to continue serving. Such trustees will commence their service on July 1 following the annual meeting, or at such other time as the Board may elect. The Board may exercise its discretion to elect trustees at other times.
Aside from the faculty, staff, and student trustees, trustees shall serve four-year terms and shall be eligible for election to a maximum of two full consecutive terms. Trustees who have served for eight consecutive years (exclusive of any partial term) must leave the Board for at least one year before becoming eligible for reelection. The elections of campus and alumni trustees will be overseen by the secretary of the College.
Section 4. Campus Trustees
The elections of campus and alumni trustees will be overseen by the secretary of the College. The secretary will call for nominations from each campus constituency, utilizing the appropriate governing body in this process. Candidates will provide a brief statement of interest in the position and their qualifications to the secretary of the College, who will ensure that the candidates meet the eligibility requirements. The secretary will conduct the election, posting the ballot with the statements of the candidates no less than a week before the election. No write-in candidates will be recognized. In specific instances, the Committee on Trusteeship and Governance shall determine conclusively the eligibility or termination of incumbency as set forth below. The Board of Trustees by ratification vote approves the elections of all trustees.
4.1 Faculty Trustees
In any year, as required, the faculty trustee shall be elected by and from the teaching faculty and, after ratification by the Board of Trustees, shall be appointed by the Board to a three-year term, which shall end on June 30 of the third year. Only full-time faculty members employed by the College for at least three academic years are eligible to serve. Any faculty member performing primarily administrative duties shall be ineligible. On termination of her or his relationship with the College, or upon assumption of primarily 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 absence, continuous or intermittent, from campus activities for longer than a twelve-week period while the College is in regular session.
In the event of vacancies occurring in midterm the Committee on Trusteeship and Governance, in consultation with the appropriate governance body, shall nominate a replacement trustee with the full Board ratifying the selection. The replacement trustee shall be eligible to fill the remainder of the unexpired term. No faculty member who has served as trustee for three consecutive years or three consecutive years and a portion of an unfilled term, with total incumbency not to exceed four years, shall be eligible for reelection until one year has passed. Faculty on sabbatical or leave during trusteeship must be willing and able to participate in meetings and otherwise maintain an active engagement with their trustee duties.
4.2 Staff Trustees
In any year, as required, the staff trustee shall be elected by and from the members of the exempt and non-exempt staff and, after ratification by the Board of Trustees, shall be appointed by the Board to a three-year term, which shall end on June 30 of the third year. Only full-time staff members employed by the College for at least three years are eligible to serve. Any staff member who is also an officer of the College shall be ineligible. On termination of her or his relationship with the College, or upon assumption of duties as an officer of 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.
In the event of vacancies occurring in midterm the Committee on Trusteeship and Governance shall, in consultation with the appropriate governance body, nominate a replacement trustee with the full Board ratifying the selection. The replacement trustee shall be eligible to fill the remainder of the unexpired term. No staff member who has served as a trustee for three consecutive years or three consecutive years and a portion of an unfilled term as a trustee, with total incumbency not to exceed four years, shall be eligible for reelection until one year has passed.
4.3 Student Trustees
In any year, as required, the student trustee alternate shall be elected by and from the student body and, after ratification by the Board of Trustees, shall be appointed a nonvoting member to a one-year term by the Board. 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. In the absence of the student trustee, the alternate shall serve in her or his capacity. 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 her or his term. Upon acquiring field-study or leave of absence status, and upon any other termination of 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 as trustee not to exceed one-and-one-half years. In the event of mid-term vacancies occurring in the student trustee alternate position the Committee on Trusteeship and Governance shall, in consultation with the appropriate governing body, nominate a replacement student trustee alternate with the full Board ratifying the selection. The replacement student trustee alternate shall be eligible to fill the remainder of the unexpired term with an election for the next trustee alternate to occur in the regular election cycle.
Section 5. Alumni Trustees
The “Alumni Trustee” Selection Process: The secretary of the College will call for nominations from the alumni, utilizing the Office of Alumni Relations in this process. Candidates will provide a brief statement of interest in the position and their qualifications to the secretary of the College, who will ensure that the candidates meet the eligibility requirements. The Committee on Trusteeship and Governance will evaluate and approve the list of candidates, reserving the right to request a different slate of candidates. The secretary of the College will conduct the election, posting the ballot with the statements of the candidates no less than a week before the election, which will occur through the vote of the alumni. No write-in candidates will be recognized. The candidate with the most votes will be presented to the Board of Trustees for confirmation.
A trustee may resign at any time by delivering a written letter of resignation to the Board chair or secretary. A trustee may be removed from the Board by an affirmative vote of two-thirds of the full Board membership.
Upon recommendation of the Committee on Trusteeship and Governance, trustees who have served the Board and the College with distinction for at least two terms may be elected by a majority of trustees as trustees emeriti after a waiting period of one year. Trustees emeriti may be asked to serve on Board committees as voting non-trustee members, but not as committee chairs. Trustees emeriti shall receive agendas and minutes of Board meetings upon request and are welcome to attend Board meetings, but may not vote or be counted in Board quorum determinations.
Section 8. Officers of the Board
8.1 Chair and Vice Chair(s)
The Board of Trustees shall annually elect a chair and at least one vice chair. The chair of the Board chairs the Board meetings and is responsible for the duties listed in these Bylaws. The chair assumes such other duties as the Board may from time to time determine, including but not limited to the following: the chair provides leadership in fundraising, represents the Board at significant meetings and events, oversees and monitors the work of Board committees that support the Board’s fiduciary responsibilities, leads the Board in its own planning and assessment activities, and monitors responses to substantive questions and concerns that are elevated to the level of the Board. In addition to specific duties listed in these Bylaws, the vice chair(s) assumes the duties of the chair if the chair is unavailable and is responsible for any other duties as delegated by the chair.
8.2 Secretary of the College
The secretary of the College is elected in accordance with Article II, Section 2.5 by the Board of Trustees. The secretary may be a member of the College’s senior administration, but if this is the case, the secretary will not be a member of the Board. The secretary shall ensure that the Board of Trustees is acting in accordance with these Bylaws, that Bylaw amendments are properly dated and incorporated into the Bylaws, that minutes of Board and committee meetings are accurate, promptly distributed to all trustees, and entered into formal Board records, and that Board policy statements and other official records are properly maintained, including but not limited to the Articles of Organization, an attested copy of the Bylaws with amendments, and a current list of trustees with appropriate contact information. The secretary serves as the Board’s liaison to the senior administration and other members of the College community, publicly represents the Board when appropriate, and provides oversight to ensure that campus policies and procedures are in alignment with Board governance. The secretary shall perform other duties as prescribed from time to time by the Board.
The treasurer is elected in accordance with Article II, Section 2.5 by the Board of Trustees and may be a member of the College’s senior administration, but if this is the case, the treasurer will not be a member of the Board. The treasurer shall ensure that all trustees regularly receive appropriate and comprehensible financial statements that include both longitudinal and benchmarked comparisons of revenues and expenditures, both in the context of a strategic financial plan and the approved annual budget. The treasurer shall also ensure that other financial reports—including those for special or major Board-approved expenditures, College investments, and annual or special audits—are provided to all trustees in a timely manner for review and discussion as appropriate.
MEETINGS OF THE BOARD OF TRUSTEES
The Board shall have four regular meetings annually, on such dates and at such places as it shall determine. The Annual Meeting of the Board shall be held in Amherst in May of each year at such place and time of day as may be stated in the notice of the meeting or at such other place and time as the Board may determine. The purpose of the Annual Meeting shall be as prescribed by law, by the Articles of Organization, and by these Bylaws.
Special Meetings of the Board shall be held when called by the chair or a majority of trustees.
Call to meetings and Special Meetings of the Board shall state the time, place, and purposes thereof, and shall be given by the secretary or her/his designate no fewer than ten days prior to such meetings. Such notice shall be provided to each trustee personally or by mail, electronic mail, or telephone, according to her/his address as it appears on the records of the College. Notice shall be deemed sufficient if a trustee has signed a waiver of notice and filed it with the records of the meeting, or if any trustee attending the meeting does not protest the lack of notice prior to or at the meeting’s commencement. Business at Special Meetings shall be confined to the stated purpose(s).
Except as otherwise specifically required by law or by the Articles of Organization, a majority of the trustees in office shall constitute a quorum at any meeting of the Board. When there is a quorum, a majority of those present shall determine all matters brought before the meeting, except as otherwise specified herein.
The Executive Committee of the Board may, at its discretion, permit a trustee to participate in a regular or Special Meeting, or to conduct a meeting, by use of any means of communication through which all trustees participating may simultaneously hear and speak with each other during the meeting. A trustee participating in a meeting in this manner is deemed to be present in person during the meeting.
Any action by the Board may be taken without a meeting if a written (including written electronic) consent thereto is signed by all the trustees then in office and filed with the records of the meetings of the Board of Trustees. Such consent shall be treated as a vote of the Board for all purposes.
The Board shall promulgate a conflict of interest policy and its members shall conduct themselves in a manner consistent therewith.
COMMITTEES OF THE BOARD OF TRUSTEES
The Board of Trustees shall establish such standing and ad hoc committees as deemed appropriate to the discharge of its responsibilities. Each standing committee shall have a written description, including a statement of purpose or charter, composition, and responsibilities. Each committee shall review such statements annually for appropriateness and adequacy, and shall develop an annual agenda, in consultation with the Executive Committee, to guide its activities. Committees will identify tasks they decide to complete as well as those tasks assigned by the Board. The chair and the President shall be ex officio voting members of each standing committee with one exception: neither the Board chair nor the President shall serve as members of the Audit and Compliance Committee.
In no event shall the following powers be delegated by the Board to any committee established by it:
a. The power to change the principal office of the Corporation.
b. The power to amend these Bylaws.
c. The power to elect officers as required by law, the Articles of Organization, or these Bylaws and the power to fill vacancies in any such offices.
d. The power to change the number of members constituting the Board of Trustees and the power to fill vacancies in the Board of Trustees.
e. The power to remove officers from office or trustees from the Board.
f. The power to alter the Corporation’s structure or existence.
The chair of the Board of Trustees shall have the responsibility, in consultation with the Committee on Trusteeship and Governance, to appoint on an annual basis, and to remove, the chairs, vice chairs, and members of all committees except the Executive Committee. 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 have as its secretary an officer of the College or a senior administrator, as designated by the President, to assist the committee with its work and to provide liaison to the College. All committee chairs, committee vice chairs, and a majority of each committee’s members shall be trustees. A committee vice chair may convene and lead meetings in the absence of the chair. Individuals who are not trustees may be appointed as voting members to the appropriate Board committees. Such persons may not, however, serve on the Audit and Compliance, Executive, or Trusteeship and Governance Committees. Senior administrators may not serve as members of Board committees, but they may attend and participate at the pleasure of the respective committees. Other employees who offer particular expertise may also be invited to attend committee meetings on an ad hoc basis. All such representatives must sign and abide by a code of conduct as a condition of their service on Board committees. The Committee on Trusteeship and Governance determines both the manner and criteria for selection of non-trustee members on Board committees and recommends non-trustee members to the chair of the Board for appointment to Board committees.
Each Board committee shall meet at least three times annually and report regularly on its work, its progress in meeting its annual agenda, and any recommendations to the Board, and shall keep minutes that are filed with the secretary of the College. A majority of the committee member trustees present shall constitute a quorum. A majority of those present shall determine all matters brought before the committee, except as specified herein.
Section 1. Charge
The Executive Committee shall, when the Board is not in session, exercise and discharge the powers and duties of the Board in all matters as to which, in the judgment of the committee, the welfare of the College shall require action before the next meeting of the Board. The committee shall be responsible for determining that the Board exercises its responsibility to ensure the continued planning, review, and evaluation of all objectives, programs, requirements, and resources of the College and shall report to the Board its conclusions and recommendations regarding such matters. The Executive Committee may act on behalf of the Board on all matters, except in the event of any of the following, which shall be reserved for action by the full Board: any action specified in Article V, Section 1 (a-f); selection of the chair of the Board; changes in the College’s mission and purposes; adoption of amendments to or repeal of the Articles of Organization; decisions to incur indebtedness; adoption of a plan for the acquisition and disposition of any part of the College’s real property or any material part of the College’s personal property; adoption of the annual budget; addition or discontinuation of academic programs; and conferral of degrees.
A subcommittee of the Executive Committee will serve as a presidential assessment and compensation committee, to be composed of the chair of the Executive Committee, at least one vice chair of the Board, and one at-large trustee chosen by the chair of the Board. It shall undertake a formal review of the President periodically and will include interviews with trustees and such senior administrators, faculty, staff, students, alumni, donors, and others as deemed appropriate.
The Executive Committee shall be advised of all pending or threatened litigation and shall receive periodic progress reports regarding such matters.
Section 2. Membership, Leadership, and Organization
2.1 Membership of the Executive Committee shall consist of the chair of the Board; the president; the chairs of the Academic Affairs, Enrollment, and Trusteeship and Governance Committees, which shall be standing committees of the Board; and two at-large trustees (of whom one may be chair of a standing committee) chosen by the chair and ratified by the Board. From among these members, with the exception of the President, the chair may appoint up to three but no fewer than one vice chair of the Board to serve as vice chair(s) of the Executive Committee. Terms of office on the committee are for one year.
2.2 The chair of the Board shall chair the Executive Committee.
2.3 Meetings of the Executive Committee are held at the request of the chair. If the chair is unavailable, then a vice chair may convene the committee. The Executive Committee shall transmit to each member of the Board of Trustees a copy of the minutes recording all action of the committee since the preceding meeting of the Board, at least five business days prior to a meeting of the full Board. The Board of Trustees may rescind any vote or resolution of the Executive Committee, but such rescission shall have no retroactive effect if action was taken relying on that vote or resolution. The committee shall be staffed by the secretary of the College.
Section 3. Responsibilities
3.1 Together with the Committee on Trusteeship and Governance, the Executive Committee shall ensure that the Board and its committees fulfill their governance responsibilities and maintain their strategic orientation.
3.2 The Executive Committee shall serve in an advisory capacity to the president.
3.3 It shall ensure that the Board guides and monitors the institutional planning process and progress toward attainment of institutional goals and objectives.
3.4 It shall assess and monitor, formally and informally, the President’s performance, morale, health, and compensation.
3.5 Together with the Committee on Trusteeship and Governance, the Executive Committee shall ensure that the Board periodically undertakes an assessment of its own performance.
3.6 It shall advise the President on the compensation of senior administrators.
COMMITTEE ON TRUSTEESHIP AND GOVERNANCE
Section 1. Charge
Together with the Executive Committee, the Committee on Trusteeship and Governance shall determine the most effective composition of the Board of Trustees and its committees; it shall interview and select candidates to the Board and place such persons’ names in nomination; and it shall recommend practices, strategies, and policies and lead Board activities that attract, orient, organize, motivate, and assess the performance of trustees and the Board.
Section 2. Membership, Leadership, and Organization
2.1 The Committee on Trusteeship and Governance shall consist of seven members: the president, the chair of the Board of Trustees, one vice-chair of the Board, and four additional trustees who shall be appointed by the chair of the Board.
2.2 The chair and vice chair of the Committee on Trusteeship and Governance shall be designated annually by the chair of the Board of Trustees.
2.3 The committee shall be staffed by the secretary of the College.
Section 3. Responsibilities
3.1 The Committee on Trusteeship and Governance shall develop, cultivate, and manage a pool of trustee candidates.
3.2 It shall be responsible for soliciting potential candidates and then proposing all candidates for membership on the Board of Trustees. The committee chair and the secretary of the College shall maintain a record of the names of all proposed candidates and any relevant information concerning such persons. On an annual basis, especially as the terms of office of trustees near expiration or as vacancies arise, the committee shall meet and review the names and qualifications of all proposed candidates, and the committee chair and the secretary of the College shall forward the names of the proposed candidates and all pertinent data to the Board of Trustees for appropriate action.
3.3 It shall design a Board composition plan, develop a process for implementation, recommend the plan to the Board, and upon approval utilize the plan in all activities related to recruitment and selection of trustees.
3.4 It shall maintain a Board-approved statement of criteria for Board membership and ensure that these criteria guide the trustee recruitment process and are shared, at an appropriate time in the process, with each candidate.
3.5 It shall develop and oversee an orientation program for new trustees and an ongoing education and development plan for the Board of Trustees.
3.6 It shall maintain a Board-approved statement of trustee commitment and responsibilities and a code of conduct for dissemination to and execution by individual trustees.
3.7 Consistent with Board policy, it shall assess the performance of individual trustees periodically (e.g., especially when a trustee is eligible for reelection) and guide the Board in its regular assessment to assure consistent and high-quality Board performance.
3.8 It shall anticipate future Board and committee leadership needs and develop a plan for ensuring trustee preparation for leadership of committees and the Board.
3.9 It shall advise the Board on all matters pertaining to its effective functioning and governance, including best practices, its committee structure, and fulfillment of its commitment to diversity with respect particularly to race and gender and to participatory representation.
3.10 It shall develop and monitor programs to maintain the commitment of former trustees.
3.11 It shall be responsible for bringing to the attention of the Board any perceived breach of the Board Code of Conduct and make a recommendation of any appropriate disposition.
3.12 It shall review periodically these Bylaws and propose any amendments to the Board, as appropriate.
AUDIT AND COMPLIANCE COMMITTEE
Section 1. Charge
The Audit and Compliance Committee shall lead the Board’s efforts to fulfill its oversight responsibilities for monitoring the integrity of the College’s financial practices, internal controls, financial reporting and management, standards of financial conduct, and the independence, performance, and processes of the College’s external auditor. The committee shall also oversee and assess policies applicable to the College’s compliance and risk management practices and processes, legal and regulatory requirements, grant and gift terms and obligations, and standards of conduct.
It shall discuss with the auditors the audited financial statements, setting out the scope and results of these audits and material judgments contained therein; review management’s responsiveness to the auditors’ findings; review with the vice president for finance and administration the effectiveness of the internal audit and control functions; discuss with the auditors the College’s compliance with federal and state regulations; assist the Board in overseeing compliance and risk management policies as well as the effectiveness of related practices; monitor adherence to the College’s and the Board’s conflict of interest policies; and perform such other acts as required by applicable law and regulations.
The Audit and Compliance Committee has authority to conduct or authorize any reviews or investigations into matters within its scope of responsibility. It may authorize or require reporting or other actions that it believes to be appropriate resulting from its inquiries. It is empowered to:
a. Directly access the College’s officers, external auditors, or outside counsel, as necessary.
b. Obtain any information it requires from the institution’s employees--all of whom are directed to cooperate with the committee’s requests--or external parties.
c. Retain outside counsel, accountants, or others to advise the committee or assist in the conduct of special investigations.
d. Direct such actions by employees of the College and others in furtherance of this charter.
Section 2. Membership, Leadership, and Organization
2.1 Membership of the Audit and Compliance Committee shall consist of not fewer than three trustees. The Audit and Compliance Committee membership may not include the Board chair, the chair of the Finance Committee, or the president, each of whom may attend Audit and Compliance Committee meetings by invitation. One member shall be drawn from the Finance Committee. The majority of members should be well-versed in financial matters and key fiscal issues in higher education, including accounting, internal controls, and risk management. Each member shall exhibit integrity and objectivity, and shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a committee member.
2.2 The chair and vice chair of the Audit and Compliance Committee must be experienced trustees who are well-versed in financial matters.
2.3 The Audit and Compliance Committee shall meet at least four times a year, with authority to convene additional meetings as required. One of the regularly scheduled meetings will occur prior to commencement of the annual comprehensive audit, and one at the time of completion of this audit but prior to the issuance of the final audit report to the full Board. It shall meet at least once each year with the College’s independent auditors, and with outside legal counsel when appropriate. It shall meet at least twice a year, at the first meeting of each academic year and at the meeting prior to commencement, with the director of risk management and compliance. The Audit and Compliance Committee shall be staffed by the vice president for finance and administration and the controller, acting in a non-voting capacity.
Section 3. Responsibilities
3.1 The Audit and Compliance Committee shall select and recommend independent auditors for Board approval; approve audit arrangements and fee schedules; and review the performance of the external auditors, exercising a recommendation to the Board on the appointment or discharge of the auditors.
3.2 It shall meet and confer with the auditors before the auditors commence the annual audit of financial statements and procedures in order to understand the auditors’ methodology, scope, and time schedule, and to identify areas of special interest to the Committee and the Board, including but not limited to internal controls, and review the use of information technology to perform the audit.
3.3 It shall confirm the independence of the external auditor regarding relationships with the institution and performance of non-audit services, and meet separately with the auditors to discuss any matters that the committee or the auditors believe should be discussed privately.
3.4 Upon completion of the audit, the committee shall review the results of work performed by the auditors; it shall meet with the auditors to review the financial statements and hear the report on adequacy of internal controls, as well as other findings; it shall seek an “unqualified opinion” that financial statements present fairly the institution’s financial position; and it shall review the auditors’ “management letter,” together with the response by management, to determine the significance of issues and the appropriateness of the College’s response.
3.5 It shall present the audit report to the full Board, together with its assessment of and recommendation on the work of the auditing firm.
3.6 It shall oversee the monitoring of the institution’s effectiveness in maintaining an appropriate internal control environment, including data collection, documentation, interim reporting, information security, and general controls; review and approve proposed activities for the coming year; and meet with the College’s financial officers in executive session to consider any problems encountered in the course of the audit. Areas to be reviewed include the following: significant accounting and reporting issues, including complex or unusual transactions, and professional judgments or regulatory requirements impacting the institution’s financial statements and compliance; the annual financial statements, for their completeness, accuracy, and compliance with appropriate accounting principles; and the audited financial statements, the auditor’s letter to management, and responses.
3.7 It shall oversee the monitoring of the College’s compliance with federal and state regulations, the institution’s internal policies and procedures, its practices related to risk management, and the College’s and the Board’s conflict of interest policies. It shall recommend modifications to College’s policies as appropriate. It shall monitor the institution’s compliance with significant laws and regulations and obtain legal advice by outside counsel as appropriate. It shall review financial accounting forms and related attachments with the College’s senior management and tax advisor prior to presentation to the Board and prior to filing.
3.8 It shall at minimum report annually to the Board its activities, primary agenda items, and related recommendations; institute and oversee special investigations regarding matters within the scope of the committee’s duties; and confirm annually that the committee’s responsibilities as outlined in its charter have been carried out.
OFFICERS OF THE COLLEGE
Officers of the College include the President and other officers the president may appoint, including the vice president for academic affairs/dean of faculty and the vice president for finance and administration. The vice president for academic affairs/dean of faculty and the vice president for finance and administration shall serve for such terms and have such authority and responsibilities as the president shall determine in consultation with the Board of Trustees. With regard to the President, the trustees may remove the President from office in a manner consistent with the law and with other existing contractual obligations, as appropriate.
Section 1. The President of Hampshire College
1.1 The President shall be the chief executive officer of Hampshire College and an ex officio voting member of the Board of Trustees and all Board committees, with the exception of the Audit and Compliance Committee. The President shall have authority and responsibility for the sound administration of its educational, financial, and managerial affairs. The President shall serve at the pleasure of the Board of Trustees for such term, compensation, and with such other conditions of employment as the Board shall determine. The President is responsible for leading the College, implementing all Board policies as delegated, developing appropriate planning goals, keeping the Board informed, and consulting with the Board in a timely manner on matters appropriate to its policy making, planning, and fiduciary responsibilities. The President has the authority to execute documents on behalf of the College and the Board of Trustees consistent with Board policies and the best interests of the College. The President will recuse herself/himself in meetings of the Executive Committee when it is deliberating on matters related to the assessment of presidential performance and establishment of presidential compensation.
1.2 The President shall recommend to the Board for approval all faculty appointments, re-appointments and promotions, and dismissals. The President shall make an annual report to the Board of Trustees upon the general condition of the College and its activities for the preceding and succeeding academic years, shall convene meetings of the faculty, shall have general direction of the official correspondence of the College, and shall have such other authority and responsibility as shall from time to time be determined by the Board of Trustees.
1.3 In the event of the President’s protracted absence or disability, the Board of Trustees shall select an acting president until the current President returns or a new President is installed.
Section 2. The Vice President for Academic Affairs/Dean of Faculty
The vice president for academic affairs/dean of faculty, the chief academic officer of the College, is appointed by, reports to, and has such duties as are designated by the President, and is charged with providing academic leadership, including in the areas of academic policies, plans, programs, and personnel. The vice president for academic affairs/dean of faculty is responsible for providing vision, strategic leadership, planning, and coordination of academic programs and works with deans and faculty to ensure that students’ academic requirements are being met. As secretary to the Board’s Academic Affairs Committee, the vice president for academic affairs/dean of faculty ensures that trustees receive data-based and strategically focused reports on student learning outcomes and educational progress, on academic programs and personnel, and on program development, including in all cases academic quality, retention, and resource management.
Section 3. The Vice President for Finance and Administration
The vice president for finance and administration, subject to the direction of the President and supervision of the Board, is the chief financial officer of the College and shall be responsible for the conduct and regulation of the business and financial affairs of the College, including taking action duly voted on by the Board and its committees; borrowing money for College purposes; being responsible for the custody of all funds, securities, and intangible College property; having oversight of investment managers; maintaining accurate financial accounts; developing and maintaining banking relationships, internal controls, and proper risk management processes; and other duties pertaining to the financial and capital assets of the College.
Section 4. The Secretary of the College
The secretary of the College shall serve as the clerk of the College and shall have all the responsibilities set forth in Article III, section 8.2 above. The secretary of the College shall be a resident of Massachusetts.
The faculty of Hampshire College shall consist of the president of Hampshire College, the vice president for academic affairs/dean of faculty, all full-time faculty and visiting faculty, such instructors, lecturers, part-time faculty, and staff-faculty associates as shall from time to time be appointed, and such administrators as the Board of Trustees shall designate as members of the faculty. The Hampshire College Faculty Handbook and any emendations, when approved by the Board of Trustees, shall describe the rights and responsibilities of the faculty.
The faculty shall meet regularly during the academic year. A staff member from the office of the vice president for academic affairs/dean of faculty shall serve as recording secretary and shall keep a record of the proceedings of official faculty meetings and provide these minutes to the chair of the Board of Trustees. The faculty shall make such rules of procedure and provide for such committees as may be required or appropriate. Subject to the provisions of Article II, the faculty, as defined above, shall consult with the President and the Board on admissions standards, establish courses of study and conditions of graduation, and recommend candidates for degrees through the president to the Board of Trustees. The faculty shall also develop and recommend policies and procedures for governing the deliberations of the faculty, consistent with the Articles of Organization, with these Bylaws, and with policies promulgated by the Board of Trustees, for conducting the educational work of the College, for ascertaining the proficiency of the students, and for assigning honors.
Hampshire College shall indemnify each trustee and officer of the Board and the College against all expenses reasonably incurred or paid by her/him in connection with the defense or disposition of any actual or threatened claim, action, suit, or proceeding (civil, criminal, or other, including appeals) in which she/he may be involved as a party or otherwise by reason of having served in any such capacity, or by reason of any action or omission or alleged action or omission (including those antedating the adoption of these Bylaws) by her/him while serving in any such capacity. Excepted are expenses incurred or paid by a trustee, officer of the Board, or officer of the College with respect to (i) any matter as to which she/he shall have been adjudicated in any proceeding not to have acted in the reasonable belief that her/his action was in the best interests of the College, or (ii) any matter as to which she/he shall agree or be ordered by any court of competent jurisdiction to make payment to the College, or (iii) any matter in which the College shall be prohibited by law or by order of any court of competent jurisdiction from indemnifying her/him. Such indemnification shall include payment by the College of all reasonable expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment to the extent she/he shall eventually be adjudicated to be not entitled to indemnification under these Bylaws.
No matter disposed of by settlement, compromise, or the entry of a consent decree, nor a judgment of conviction or the entry of any plea in a criminal proceeding, shall of itself be deemed an adjudication of not having acted in the reasonable belief that the action taken or omitted was in the best interests of the College. The term “expense” shall include, without limitation, settlements, attorneys’ fees, costs, judgments, fines, penalties, and other liabilities. The right of indemnification herein provided for shall be severable, shall be in addition to any other right which any such person may have or obtain, shall continue as to any such person who has ceased to be a trustee or officer of the Board or College, and shall inure to the benefit of the heirs and personal representatives of any such person.
The College, upon authorization by a disinterested majority of the trustees then in office, may indemnify any person now or hereafter elected or appointed as an employee or agent of the College to the same extent and in accordance with the guidelines set forth in this Article XI.
REVIEW AND AMENDMENT OF BYLAWS
These Bylaws may be changed or amended and new Bylaws may be adopted at any meeting of the trustees by a vote of two-thirds of those present, provided notice of the substance of the proposed amendments or new Bylaws is sent to all trustees at least thirty days in advance of the meeting.
These Bylaws shall be reviewed periodically by the secretary of the Board of Trustees and by the Committee on Trusteeship and Governance. The secretary and Committee on Trusteeship and Governance shall recommend necessary changes to the Board of Trustees.