Hampshire College Bylaws
Approved by the Trustees of Hampshire College on May 19, 2023.
ARTICLE I: NAME AND LOCATION
Section 1. Name
1.1. The name of this corporation is The Trustees of Hampshire College (hereinafter referred to as “the College” or “Hampshire College”).
Section 2. Location
2.1. The principal office of the College shall be located in the Commonwealth of Massachusetts and at the place designated in the Articles of Organization as adopted and filed with the Office of the Secretary of State of the Commonwealth of Massachusetts (as now in effect or as hereinafter amended or restated from time to time, the “Articles of Organization”) pursuant to Chapter 180 of the Massachusetts General Laws, as now in effect and as hereafter amended, or the corresponding provision(s) of any future Massachusetts General Law (“Chapter 180”), which is 893 West Street, Amherst, Massachusetts, 01002. The Board (as defined below) may approve a change of the location of the principal office in the Commonwealth of Massachusetts effective upon the filing of a certificate or annual report indicating the new location with the Office of the Secretary of State of the Commonwealth of Massachusetts.
ARTICLE II: PURPOSES
The purposes of the College are to promote education, encourage and advance knowledge and learning, and confer earned academic degrees, consistent with the purposes set forth in the Articles of Organization. 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.
ARTICLE III: BOARD OF TRUSTEES
Section 1. Powers
1.1. The College shall have no members, and shall be governed by a Board of Trustees (hereinafter referred to as “the Board” or “the Trustees” collectively and as “a Trustee” or “Board member” in the singular).
1.2. The Board shall be vested by law with all the powers and authority to govern effectively and set policy for the College, in accordance with the laws of the Commonwealth of Massachusetts, the Articles of Organization, and these Bylaws. The Board shall exercise ultimate institutional authority consistent with these Bylaws, the Articles of Organization, and other policy documents it may promulgate. These Bylaws and other Board policy documents shall take precedence over all other College governance documents.
1.3. The authority and responsibility of the Board shall include but not be limited by the following:
(a) Establish, disseminate, and keep current the College’s mission.
(b) Select and appoint the President, who shall be the College’s chief executive officer, as determined by a two-thirds majority vote of the Trustees at any regular meeting or special meeting called expressly for that purpose; and prescribe the President’s duties and authority and set the terms and conditions of employment, including compensation.
(c) Periodically assess the President’s performance based on mutually agreed-upon goals and such other criteria as the Board may determine.
(d) Ensure the educational quality and reputational integrity of the College and its academic programs, and review and approve major revisions to academic and non-academic programs, consistent with the College’s mission and financial resources.
(e) Confer all degrees and honors.
(f) Ensure the College’s fiscal integrity, preserving and protecting its institutional assets for posterity, including but not limited to:
i. Approving the annual operating and capital budgets, and any material revisions thereto,
ii. Authorizing any changes in tuition and fees,
iii. Authorizing any debt financing and approving the securitization of loans,
iv. Authorizing the acquisition and disposition of any part of the College’s real property or any material part of the College’s personal property,
v. Authorizing the construction of new buildings and major renovations of existing structures,
vi. Authorizing draws from the endowment for any regular or special purposes,
vii. Establishing policy guidelines for the effective management of institutional assets,
viii. Regularly monitoring the financial condition of the College, and
ix. Engaging in fundraising and philanthropy.
(g) Ensure the development, periodic review, and renewal of a comprehensive strategic plan through a process led by the President, participate in that process, and monitor the plan’s progress toward attainment of its priorities and goals.
(h) Approve faculty appointments, reappointments, promotions, and dismissals, upon the recommendation of the President.
(i) Preserve and protect institutional autonomy and academic freedom.
(j) Ensure that institutional policies and processes are current and properly maintained.
(k) In adherence with the Board’s Code of Conduct, perform the business of the Board in an exemplary fashion, both as individual Trustees and collectively as the Board, by maintaining the appropriate balance of optimal transparency and strict confidentiality and by adhering to the highest ethical standards.
(l) Ensure that the Board’s governance policies and practices are current, including the periodic assessment of the performance of the Board, its committees, and its members.
(m) Ensure that all other actions appropriate to the mission and purposes of the College are effected.
Section 2. Number of Board Members
2.1. The Board shall consist of no fewer than fifteen and no more than thirty-one voting members as the Trustees shall determine from time to time; and one non-voting member as described in Article III, Section 2.4.
2.2. The President of the College shall be an ex officio voting member of the Board.
2.3. The Board shall include two voting Trustees elected by and from the alumni body (“Alumni Trustees”).
2.4. The Board shall include three voting Trustees and one non-voting Trustee elected by and from campus constituencies (hereinafter referred to as “Campus Trustees”). One voting Campus Trustee shall be from the faculty (“Faculty Trustee”), one shall be from the staff (“Staff Trustee”), and one shall be from the student body (“Student Trustee”). The non-voting Campus Trustee shall be elected from the student body (“Student Trustee Elect”) and shall subsequently become the voting Student Trustee in accordance with Article III, Section 4.5.
Section 3. Method of Selection
3.1. The Board’s Trusteeship and Governance Committee shall evaluate all Trustee candidates and recommend them to the Board for service. At the Board’s Annual Meeting and by a majority vote of Trustees then in office, the Board shall conduct an election for new Board-nominated Trustees and Board-nominated incumbent Trustees who are eligible to continue serving; and shall vote on the ratification of the results of the Alumni Trustee and Campus Trustee elections as held by each constituency. The Board may exercise its discretion to select Trustees at other times of the year.
3.2. The Secretary of the College or the Secretary’s designee , on behalf of the Trusteeship and Governance Committee, shall oversee all elections for Alumni and Campus Trustees, including issuing calls for nominations, soliciting statements of interest, establishing candidates’ credentials, posting ballots no less than one week before a given election, and certifying election results. No write-in candidates shall be considered.
3.3. Hampshire College graduates or alumni-of-record as defined by the College, who are and remain in good standing, shall be eligible for election to the position of Alumni Trustee.
3.4. Eligibility criteria for Campus Trustees shall be as follows:
(a) Faculty members who are on ten-year track contracts, have full-time teaching appointments, and have been employed by the College for a minimum of three academic years (six semesters) are eligible for election to the position of Faculty Trustee. Faculty members serving as Faculty Trustee whose term would overlap with a sabbatical or leave from the College must be willing and able to participate in Board meetings in person and otherwise maintain active engagement with Trustee duties throughout their service.
(b) Staff members who work full time and have been employed by the College for a minimum of three years are eligible for election to the position of Staff Trustee. Staff members serving as Staff Trustee whose term would overlap with a leave from the College must be willing and able to participate in Board meetings in person and otherwise maintain active engagement with Trustee duties throughout their service.
(c) Students who are enrolled full-time and have been in residence at the time incumbency is scheduled to begin, and who are and remain in good academic and disciplinary standing, are eligible for election to the position of Student Trustee Elect and, subsequently, Student Trustee. Students whose term would overlap with field study, internship, off-campus long-distance study, leave of absence, or any departure from full-time active student status may not serve. Student Trustees and Student Trustees Elect must be willing and able to participate in Board meetings in person and otherwise maintain active engagement with Trustee duties throughout their service.
3.5. No person under the age of eighteen shall be eligible to serve as Trustee.
3.6. The Board’s Trusteeship and Governance Committee shall have final authority to determine conclusively the eligibility for candidacy or for trusteeship.
Section 4. Terms
4.1. Notwithstanding the date of the annual meeting, or special meeting held in lieu thereof, at which a Trustee was elected, Trustee terms shall be deemed to begin on July 1 and conclude on June 30 unless such Trustee shall sooner die, resign, is removed or becomes disqualified, provided, however, that the Board may exercise its discretion to begin or end terms at other times of the year as warranted.
4.2. With the exception of Campus Trustees, as specified in Article III, Sections 4.3 and 4.4 below, 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 approved leaves of absence) must leave the Board for at least one year before becoming eligible for reelection.
4.3. The two Alumni Trustees shall each serve a four-year term, having been elected at two-year intervals. Alumni Trustees, upon completion of their service, may be nominated by the Board’s Trusteeship and Governance Committee and elected by the Board for one subsequent four-year term, which together shall represent two full consecutive terms as stipulated in Article III, Section 4.2.
4.4. The Faculty Trustee and Staff Trustee shall each serve a three-year term. Faculty and Staff Trustees are not eligible for reelection to a second term.
4.5. The Student Trustee Elect shall serve a one-year term in a non-voting capacity. At the completion of the one-year term, the Student Trustee Elect shall become the voting Student Trustee for a one-year-term, and a new Student Trustee Elect shall be elected by the student body. Student Trustees are not eligible for reelection to a second term.
4.6. Notwithstanding Article III, Section 4.2, the President’s term of office shall be contractually determined and not delimited by standard trustee terms.
Section 5. Attendance
5.1. Trustees are expected to attend all Board meetings. Repeated absence of a Trustee from meetings of the Board or its committees shall be reviewed by the Trusteeship and Governance Committee, and appropriate action may be recommended to the Chair and the Board.
Section 6. Resignation
6.1. Any Trustee may resign at any time by submitting a written notice to the Chair of the Board or the Secretary of the College. Such resignations shall take effect at the time specified therein or within thirty days of the date of receipt by the Chair or the Secretary if not otherwise specified, provided, however, that the Board may act to accept such resignation immediately or at any other time sooner than the time specified by such resigning Trustee in his or her resignation, or, if not specified, sooner than thirty days from the date of receipt by the Chair or Secretary.
Section 7. Removal
7.1. Any Board member may be removed from the Board by a two-thirds majority vote of the Trustees at any regular meeting or special meeting called expressly for that purpose. Any Board member proposed for removal shall be entitled to reasonable notice and be provided an opportunity to respond within a reasonable timeframe.
Section 8. Vacancies
8.1. In the event of a vacancy of a Board-nominated and -elected Trustee (except for Campus Trustees which vacancy is governed by Section III, Sections 8.3 or 8.4), the Board may elect a successor to fulfill the unexpired term. Any unfulfilled term may be filled through a special Board election at any regular or special meeting called expressly for that purpose. For any vacancy, if the number of Trustees then in office constitute less than a quorum of the Board, any vacancy on the Board may be filled by the affirmative vote of a majority of the total number of Trustees then remaining in office.]
8.2. In the event of a vacancy of an elected Alumni Trustee, the Board’s Trusteeship and Governance Committee shall, in consultation with the alumni governance body, nominate a replacement Trustee to fulfill the unexpired term, with the Trustees voting on the ratification of the selection at any regular or special meeting of the Board. At the conclusion of that term, the replacement Trustee may not then stand for election as Alumni Trustee.
8.3. In the event of a vacancy of an elected Faculty or Staff Trustee, the Board’s Trusteeship and Governance Committee shall, in consultation with the relevant campus governance body, nominate a replacement Trustee to serve until the next election cycle, with the Trustees voting on the ratification of the selection at any regular or special meeting of the Board. When elections are next held, the replacement Trustee may stand for election to a full term, with total service not to exceed four years.
8.4. In the event of a vacancy of an elected Student Trustee, the Student Trustee Elect will assume the position of Student Trustee for the remainder of the unexpired term, followed by the original one-year term, with the Trustees voting on the ratification of the selection at any regular or special meeting of the Board. In the event of a vacancy of a Student Trustee Elect, the Trusteeship and Governance Committee shall, in consultation with the President, nominate a student to fill the unexpired term, who may then stand for election as Student Trustee Elect during the next election period.
Section 9. Emeritus Board Members
9.1. Upon recommendation of the Trusteeship and Governance Committee, and after a waiting period of at least one year after their conclusion of service, Trustees who have served a minimum of two full terms and who have provided extraordinary contributions and service to the Board and the College may be elected by a majority of Trustees as Trustees Emeriti.
9.2. Trustees Emeriti shall not have voting privileges or be counted as part of quorum determinations.
9.3. Any Trustee Emeritus may be removed by a vote of the Trustees at any regular meeting or special meeting called expressly for that purpose. Any Trustee Emeritus proposed for removal shall be entitled to reasonable notice and be provided an opportunity to respond within a reasonable timeframe.
ARTICLE IV: BOARD MEETINGS
Section 1. Regular Meetings
1.1. The date, time and place of the annual meeting of the Board (referred to herein as the “Annual Meeting”) shall be fixed by the Trustees. In the event that no date for the Annual Meeting is established or if no Annual Meeting is held in accordance with the foregoing provisions, a special meeting of the Board may be held in lieu thereof and any action taken at such meeting shall have the same effect as if taken at the Annual Meeting. The Board shall have a minimum of three regular meetings each year, including the Annual Meeting, on such dates and at such places as the Board shall determine. During such meetings, any business related to the authority of the Board may be discussed and transacted.
1.2. Subject to any remote participation pursuant to Article IV, Section 4.1, the Annual Meeting shall be held in Amherst, Massachusetts, in May of each year, 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.
Section 2. Special Meetings
2.1. Special meetings may be held at the call of the Chair of the Board, the President, or a majority of Trustees, and shall be called by the Secretary of the College.
Section 3. Notice
3.1. The notice for any regularly scheduled meeting of the Board, with the time and place together with a proposed agenda and all available pertinent material, shall be delivered by the Secretary of the College or the Secretary’s designee to each Trustee, not less than ten days before the scheduled start of said meeting. Notice shall be in written form and shall be mailed, faxed, emailed, or otherwise delivered according to each Trustee’s address as it appears in the records of the College.
3.2. The notice for any special meeting of the Board, with the time and place together with a clear statement of purpose, shall be delivered by the Chair of the Board or the Secretary of the College to each Trustee a minimum of three days in advance of said meeting. Notice shall be in written form and shall be mailed, faxed, emailed, or otherwise delivered according to each Trustee’s address as it appears in the records of the College. No business may be transacted at special meetings except that which has been specified in the notice thereof.
3.3. Notice shall be deemed sufficient if each Board member submits a signed statement (written or electronic) waiving notice, to be filed with the records of the meeting, or if Trustees attend the meeting without objection to the lack of notice. In the event of a dispute concerning proper notice of a special meeting, a majority of Board members may sign an electronic or written statement waiving the legally required notice without objecting to the lack of such notice.
Section 4. Remote Participation
4.1. At the discretion of the Chair of the Board, any and all Trustee(s) may participate in a Board meeting by means of remote conferencing or other communications technology, provided said technology allows all persons participating in the meeting to hear and speak with each other simultaneously. Participation by such means shall be equivalent to presence in person at the meeting.
Section 5. Quorum
5.1. Except as otherwise specifically required by law or the Articles of Organization, a majority of the voting Trustees shall constitute a quorum at any meeting of the Board, and shall determine all matters and transact all business brought before the meeting. Voting by Trustees participating remotely shall be permitted in accordance with Article IV, Section 4.1.
5.2. The Board members present at any meeting, if constituting less than a quorum, may adjourn any meeting until such quorum shall be present.
Section 6. Manner of Acting
6.1. Except as otherwise specified in these Bylaws, the Articles of Organization, or applicable laws, a majority vote of those Trustees present at any meeting at which a quorum is achieved shall constitute an action of the Board.
6.2. Voting by proxy is not permitted.
Section 7. Board Action by Unanimous Written Consent
7.1. Any action required or permitted by the Board may be taken without (a) a meeting, (b) providing notice, or (c) taking a vote, if unanimous written consent thereto is signed by all voting Trustees. Such written consent or consents shall be filed and maintained by the Secretary with the minutes of the proceedings of the Trustees. Such action by written consent shall have the same force and effect as a unanimous vote of such Trustees. At the discretion of the Chair of the Board, consent provided via email shall be considered to be written and signed consent and filed accordingly with the record of the meeting. Such consent shall be treated as a vote of the Board for all purposes.
Section 8. Executive Sessions
8.1. Subject to the laws of the Commonwealth of Massachusetts, the Board may hold any regular or special meeting, or any part thereto, in Executive Session with participation limited to voting Trustees. At the discretion of the Chair of the Board, said Executive Session may exclude the President.
8.2. Other individuals may be invited to attend all or portions of an Executive Session as deemed necessary by the Chair of the Board.
8.3. Participation in Executive Sessions presupposes a commitment of absolute confidentiality by all attendees. Only the Board Chair, in consultation with the Executive Committee, may disclose any element of Executive Session proceedings when and as deemed appropriate.
ARTICLE V: BOARD OFFICERS
Section 1. Officers of the Board
1.1. The Officers of the Board (hereinafter referred to as “Officers” collectively and as “Officer” in the singular) shall be the Chair, up to three Vice Chairs, the Secretary, and the Treasurer. The Board may establish additional Officers as it may deem necessary. All said Officers serve at the pleasure of the Board and pursuant to Article V, Section 8.1.
1.2. The Secretary and the Treasurer may be senior members of the College administration, in which case they shall be recommended by the President and subject to the Board’s approval.
Section 2. Chair of the Board
2.1. The Chair shall preside at all Board meetings, have the right to vote on all questions, represent the Board publicly, and serve as spokesperson for the Board. The Board Chair shall also serve as Chair of the Executive Committee and an ex officio member of all standing committees of the Board, with the exception of the Audit and Risk Management Committee, and shall monitor the work of Board committees.
Section 3. Vice Chair(s) of the Board
3.1. In the absence of the Board Chair, the powers and duties of the Chair shall devolve upon the senior-most Vice Chair of the Board. In the event that individual is absent, is unable to serve, or elects not to serve, the next senior Vice Chair shall assume the powers and duties of the Chair, and so on. Seniority shall be determined by length of service in the office of Vice Chair; in the event of contemporaneously elected Vice Chairs, seniority shall be determined by length of service as a Trustee.
Section 4. Secretary of the Board
4.1. The Secretary shall be responsible for supporting the Board and its Chair and Vice Chair(s). The Secretary shall ensure that the Board is acting in accordance with these Bylaws, that amendments thereto are properly dated and incorporated, that minutes of meetings of the Board and its committees are duly recorded and filed with the records of the College, and that the Board’s policy statements and other official records are properly maintained and promulgated. The Secretary or the Secretary’s designee shall record the minutes of all Board meetings, Executive Committee meetings, and Trusteeship and Governance Committee meetings. The Secretary shall have custody of the corporate seal and affix it to such documents as may be required.
4.2. The Secretary shall serve as a liaison between the Board, the administration, and the campus, provide oversight to ensure that campus policies and procedures are in alignment with Board governance, and publicly represent the Board or its Officers when appropriate.
Section 5. Treasurer of the Board
5.1. The Treasurer shall be responsible for the operating and capital budgets, accounting and auditing, insurance and risk management, and such other financial responsibilities as required by law, the Articles of Organization, and these Bylaws. The Treasurer shall ensure that Trustees regularly receive all pertinent financial statements and reports, including those for special or major Board-approved expenditures, College investments, capital projects, major tax filings, and annual or special audits. The Treasurer or the Treasurer’s designee shall record the minutes of all Audit and Risk Management, and Business Operations Committee meetings.
Section 6. Election and Terms
6.1. The Board shall elect or reelect the Officers of the Board at its Annual Meeting.
6.2. The Board Chair shall serve for a two-year term, limited to a maximum of three full consecutive terms, subject to the following:
(a) Notwithstanding the eight-year limitation set forth in Article III, Section 4.2, a Trustee elected as Chair of the Board may serve beyond that Trustee term limit, up to a maximum of twelve years, only while continuously serving as Chair.
(b) Under extraordinary circumstances and subject to Article V, Section 6.2(a), a sitting Board Chair may be elected to serve a maximum of one additional year by a two-thirds majority vote of the Trustees.
6.3. The Vice Chair(s) shall serve for a one-year term, with the possibility of reelection to a maximum of six full consecutive terms.
6.4. The Secretary and the Treasurer, if members of the College’s senior administration, shall each serve for a one-year term, with the possibility of reelection for as many such subsequent terms as the Board may desire. If the Secretary and the Treasurer are members of the Board of Trustees, they shall serve for one-year terms, with the possibility of reelection to a maximum of six full consecutive terms.
Section 7. Resignation of Officers
7.1. Any Officer of the Board may resign at any time by submitting a written notice to the Board Chair or Secretary. Such resignations shall take effect at the time specified therein, or within thirty days of the date of receipt by the Chair or the Secretary if not otherwise specified.
Section 8. Removal of Officers
8.1. Any Officer of the Board may be removed from such office by a two-thirds majority vote of the Trustees at any regular meeting or special meeting called expressly for that purpose. Any Officer proposed for removal shall be entitled to reasonable notice and be provided an opportunity to respond within a reasonable timeframe.
Section 9. Vacancies
9.1. In the event of a vacancy of an Officer of the Board, the Board may elect a successor at a special election at any regular or special meeting called expressly for that purpose.
ARTICLE VI: COLLEGE OFFICERS
Section 1. Officers of the College
1.1. The Officers of the College shall be the President, the Vice President for Academic Affairs, the Vice President for Student Affairs, the Vice President for Finance and Administration, and the Secretary of the College. Subject to approval from the Board, the President may establish or designate other institutional positions as Officers of the College.
Section 2. President
2.1. The President is the chief executive officer of the College. The President shall be appointed by the Board and shall serve at the pleasure of the Board for such term, compensation, and other conditions of employment as the Board may determine. The President shall be a member of the Executive Committee and an ex officio member of all standing committees of the Board, with the exception of the Audit and Risk Management Committee.
2.2. The President shall have authority and responsibility for the sound supervision and management of the College’s educational, financial, and other affairs as mandated by the Articles of Organization and these Bylaws. The President shall be responsible for interpreting and implementing the policies of the Board and the College. The President shall have the authority to execute documents on behalf of the College and the Board, consistent with the policies of the Board and the best interests of the College, and subject to any required prior approval by the Board as set forth in Article III, Section 1.3.
2.3. In the event of the President’s protracted absence or incapacitation, the Board of Trustees shall appoint an acting President in accordance with Article VI, Section 3.1, until such time as the incumbent President returns or a new President is installed. The Board may exercise its discretion to appoint any other qualified individual as acting President as determined by a two-thirds majority vote at any regular or special meeting called expressly for that purpose.
2.4. The President may be removed from office only by a two-thirds majority of voting Board members at any regular meeting or special meeting called expressly for that purpose.
Section 3. Vice President for Academic Affairs
3.1. The Vice President for Academic Affairs shall be the chief academic officer of the College. The Vice President for Academic Affairs shall be appointed by the President, subject to approval by the Board, and shall report to the President. The Vice President for Academic Affairs shall be the second-ranking officer of the College and, in the absence or incapacitation of the President, shall assume the duties and responsibilities of that office in accordance with Article VI, Section 2.3. The Vice President for Academic Affairs shall be an ex officio member of academic committees of the College unless otherwise stipulated.
Section 4. Vice President for Student Affairs
4.1. The Vice President for Student Affairs shall be the chief student affairs officer of the College. The Vice President for Student Affairs shall be appointed by the President, subject to approval by the Board, and shall report to the President. The Vice President for Student Affairs shall be an ex officio member of student life committees of the College unless otherwise stipulated.
Section 5. Vice President for Finance and Administration
5.1. The Vice President for Finance and Administration shall be the chief financial and operations officer of the College. The Vice President for Finance and Administration shall be appointed by the President, subject to approval by the Board, and shall report to the President. The Vice President for Finance and Administration shall be responsible for the duties of the Treasurer in accordance with Article V, Section 1.2 and Article V, Section 5.1. The Vice President for Finance and Administration shall be an ex officio member of financial and administrative committees of the College unless otherwise stipulated.
Section 6. Secretary of the College
6.1. The Secretary shall be appointed by the President, subject to approval by the Board, and shall report jointly to the President and the Chair of the Board. The Secretary shall serve as clerk of the College and shall be responsible for the duties of the Secretary in accordance with Article V, Section 1.2 and Article V, Sections 4.1-4.3. The Secretary shall be a resident of the commonwealth of Massachusetts unless the College shall have a duly appointed resident agent.
ARTICLE VII: BOARD COMMITTEES
Section 1. Standing and Ad Hoc Committees
1.1. The Board, in its discretion, may, from time to time establish such standing committees and define or limit the powers thereof, and thereafter may disband the same, as it deems appropriate to discharge its responsibilities. Standing committees may include but are not limited to:
(a) The Academic Affairs Committee.
(b) The Outreach and Advancement Committee.
(c) The Audit and Risk Management Committee.
(d) The Enrollment Committee.
(e) The Executive Committee.
(f) The Business Operations Committee.
(g) The Student Experience Committee.
(h) The Trusteeship and Governance Committee.
1.2. Each Board committee shall have a written statement of purpose and primary responsibilities as approved by the Board, and shall follow such rules of procedure or policy guidelines as the Board deems appropriate.
1.3. Each Board committee shall meet at least one time each year and shall report regularly to the Board on its work, its progress in meeting its stated purposes, and any recommendations it may wish to present. Each Board committee shall keep minutes that are filed with the Secretary.
1.4. The Board shall also establish such ad hoc committees as it may deem necessary and appropriate to address specified areas of responsibility.
1.5. Each Board committee shall have a non-voting Officer of the College or other senior administrator, designated by the President, to support the work of the committee.
Section 2. Committee Membership
2.1. Each Board committee shall have at least three voting members who shall all be voting Trustees. All committee Chairs and a majority of each committee shall be voting members of the Board. A majority of a committee’s voting members shall constitute a quorum except as may otherwise be specified in these Bylaws. When a quorum is present at any meeting of any such committee, the affirmative vote of a majority of those voting members of the committee present and voting shall be required to effect any action or to decide any question or presented to the committee, unless a larger vote shall be required by law, by the Articles of Organization, by these Bylaws or by vote of the Board.
2.2. Committee Chairs and members shall be recommended by the Trusteeship and Governance Committee and appointed by the Board Chair. Each committee Chair shall serve for a one-year term, renewable at the discretion of the Board Chair.
2.3. Individuals who are not Trustees may be appointed as voting members of Board committees; such persons may not, however, serve on the Audit and Risk Management, Executive, or Trusteeship and Governance Committees. The Trusteeship and Governance Committee shall determine both the manner and criteria for the selection of non-Trustee members of Board committees.
Section 3. Executive Committee
3.1. The Executive Committee shall be composed of the Chair and Vice Chair(s) of the Board, the Chairs of the Board’s standing committees, the President, and, at the discretion of the Board Chair, up to two at-large members nominated by the Board Chair. Total membership of the Executive Committee shall not exceed fifteen members. All members of the Executive Committee shall be voting Trustees.
3.2. The Executive Committee shall be empowered to act for the Board between regular Board meetings on all matters except for the following powers, which shall be reserved for action by the full Board:
(a) To change the name or registered office of the College.
(b) To amend the Articles of Organization or these Bylaws, or otherwise alter the College’s structure or existence.
(c) To change the mission and purposes of the College.
(d) To select or terminate the President.
(e) To change the number of members constituting the Board.
(f) To fill vacancies or otherwise elect or remove Trustees or Officers.
(g) To incur corporate indebtedness.
(h) To effect the sale or other disposition of real estate or any material part of the College’s tangible property.
(i) To approve the annual budget.
(j) To approve draws from the endowment.
(k) To confer degrees and honors.
3.3 Unless otherwise designated as standing or ad hoc committees, subcommittees of the Executive Committee as appointed by the Board Chair shall serve as the Presidential Assessment Committee and the Presidential Compensation Committee.
ARTICLE VIII: CONFLICTS OF INTEREST
Section 1. Conflict of Interest Policy
1.1. The Board shall promulgate, adopt, and revise, as appropriate, a Conflict of Interest Policy.
1.2. Each provision of this Article shall apply to all Trustees, with or without voting privileges, all members of any Board committees, and all Officers.
1.3. Board members must act in accordance with the standards of ethical trusteeship, these Bylaws, and the College’s Conflict of Interest Policy.
Section 2. Definition
2.1. In accordance with the Conflict of Interest Policy, Trustees shall be considered to have a conflict of interest if they, or persons or entities with which they are affiliated, have a direct or indirect interest that may impair or may reasonably appear to impair their independent, unbiased judgment in the discharge of their responsibilities to the College.
Section 3. Voting
3.1. Trustees shall disclose any actual, apparent, or potential conflict of interest at the earliest practical time. A Trustee who has made such a disclosure shall abstain from voting on such matters although, subject to the Conflict of Interest Policy and at the Chair’s discretion, may be invited by the Board to participate in the discussion. Board meeting minutes shall reflect that a disclosure was made and note the Trustee’s abstention from voting.
3.2. A Trustee who is recused may be counted for purposes of determining the presence of a quorum at the Board meeting, but shall not be counted for purposes of determining a majority vote for the requisite Board action.
Section 4. Annual Disclosure
4.1. In accordance with the Conflict of Interest Policy, all Trustees, members of Board Committees, and Officers shall complete and sign a disclosure form on an annual basis, and shall update that form promptly following knowledge of conditions that may create a possible conflict of interest or appearance thereof.
Section 5. Compensation
5.1. Trustees serve as volunteers and are not compensated for their services. They may be reimbursed for transportation and other direct and reasonable expenses while engaged in the discharge of their official Board duties.
ARTICLE IX: INDEMNIFICATION
Section 1. Indemnification Against Expenses
1.1. Subject to Article IX, Section 1.2], Hampshire College shall, to the extent legally permissible and only to the extent that the status of the College as an organization exempt from federal income tax under Section 501(c)(3) of the Code is not adversely affected thereby, indemnify each person who may serve or who has served at any time as a Trustees or Officer (collectively, “Indemnified Persons” and individually, “Indemnified Person”), against all liabilities and expenses, including, without limitation, legal fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed on such person in connection with any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), in which an Indemnified Person is or may become involved or with which the Trustee or Officer may be threatened, as a party, witness or otherwise, by reason of serving or having served in such capacity (other than a Proceeding voluntarily initiated by such person unless a majority of the total number of Trustees then in office authorized the Proceeding).
1.2. The payment of indemnification or advance shall be conclusively deemed authorized under this Article, and each Trustee or Officer approving such payment shall be wholly protected, if:
(a) the payment has been approved or ratified (1) by the majority vote of the Trustees who are not at that time parties to the Proceeding, or (2) by a majority vote of a committee of two or more Trustees who are not at that time parties to the proceeding and are selected for this purpose by the full Boar (in which selection Trustees who are parties may participate); or
(b) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the College) appointed for the purpose by vote of the Trustees in the manner specified in clauses (1) or (2) of subsection (a) of this Article IX, Section 1.3; or
(c) the Trustees have otherwise acted in accordance with the standard of conduct applied to Trustees under Chapter 180; or
(d) a court having jurisdiction shall have approved of the payment.
1.3. The College shall also maintain Trustees’ and Officers’ liability insurance coverage.
Section 2. Advance Payment of Expenses
2.1. Expenses, including legal fees, reasonably incurred by any Indemnified Person in connection with the defense or disposition of any such action, suit, or other proceeding, may be paid from time to time by the College in advance of the final disposition thereof, under the condition that the Indemnified Person repay such advanced fees and costs if it is ultimately determined that the Indemnified Person is not entitled to be indemnified by the College as authorized by these Bylaws.
Section 3. Eligibility for Indemnification
3.1. The Board may, at its discretion and to the extent legally permissible, authorize, purchase, and maintain insurance on behalf of any person not otherwise entitled to indemnification hereunder, provided said person is an employee or other agent of the College or who serves at the request of the College as an employee or other agent of an organization in which the College has an interest.
Section 4. Personal Liability
4.1. Trustees and Officers shall not be personally liable for any debt, liability, or obligation of the College, unless otherwise required by law. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against the College may look only to the funds and property of the College for payment of any debt, damages, judgement, or decree, or of any money that may otherwise become due or payable to them from the institution.
Section 5. Miscellaneous
5.1. The foregoing rights of indemnification and advancement of expenses shall not be exclusive of any other rights to which any Indemnified Person may be entitled under any other Bylaw, agreement, vote of disinterested Board members, or otherwise. The foregoing rights shall continue as to a person who has ceased to be a Indemnified Person, and shall inure to the benefit of the heirs, executors, and administrators of such an Indemnified Person.
5.2 It is the intention of the College that the obligations of the College, and the rights and benefits of Indemnified Persons shall vest upon the later of the date of the adoption of these Bylaws or when the individual becomes an Indemnified Person. It is the further intention of the College to provide for indemnification in all cases under all circumstances where to do so would not violate applicable law (and notwithstanding any limitations permitted, but not required by statute) and the terms and provisions of this Article shall be interpreted and construed consistent with that intention. Nonetheless, if any term or provision of this Article, or the application thereof to any person or circumstances, shall to any extent be held invalid or unenforceable, the remainder of this Article, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Article shall be held valid and be enforced to the fullest extent permitted by law. Any amendment, alteration or repeal of this Article or Chapter 180 that adversely affects any right of an Indemnified Person (or his or her respective heirs, executors and administrators), shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to any such amendment, alteration or repeal.
ARTICLE X: AMENDMENTS TO BYLAWS
These Bylaws may be amended or revised at any meeting of the Board by a two-thirds majority of voting Trustees, provided that notice of the substance of the proposed amendment(s) or revisions is sent to all Trustees at least thirty days in advance of said meeting and is provided in accordance with Article IV.
ARTICLE XI: MISCELLANEOUS PROVISIONS
Section 1. Nondiscrimination
1.1. Hampshire College and the Board affirm the institution’s commitment to a policy of equal opportunity in education and employment.
1.2. Hampshire College and the Board do not discriminate on the basis of race, age, sex, sexual orientation, gender, gender identity, gender expression, genetic information, religion, national origin, ancestry, disability, previous military service, or any other protected category in the admission of students, employment, access, or treatment in its programs and activities, or the administration of its educational and employment policies. Discrimination or harassment on the basis of these factors is in direct conflict with the mission of the College and is strictly prohibited.
1.3. Hampshire College and the Board are strongly committed to an inclusive environment and will not tolerate any actions of any individual or group that violate this policy.
1.4. Hampshire College is an equal opportunity employer. All applicable federal and state laws and guidelines are followed, including Title VI and Title VII of the Civil Rights Act of 1964; Executive Order 11246 of 1965, as amended by Executive Order 11357 of 1967; Title IX of the Educational Amendments Act of 1972; Section 504 of the Rehabilitation Act of 1973, as amended; and the Americans with Disabilities Act of 1990, as amended.
Section 2. The Fiscal Year
2.1. The fiscal year of Hampshire College shall begin on July 1 of each year and end on June 30 of the succeeding year.
Section 3. Corporate Records
The original or attested copies of the Articles of Organization, these Bylaws and records of all meetings of incorporators and Trustees shall be kept in Massachusetts in the principle office of the College or the Secretary, but such corporate records need not all be kept in the same office.
Section 4. The Seal
3.1. The corporate seal shall be the College’s official identifying mark, and only Hampshire College’s Board and Office of the President may authorize its use. The Secretary of the College shall have custody of the corporate seal in accordance with Article V, Section 4.1. The seal may not be altered in any way.
Section 5. Subordination to Legal Code
4.1. To the extent that any of these Bylaws may be inconsistent with Chapter 180 or any other of the Massachusetts General Laws of the Commonwealth of Massachusetts, as now in effect or hereafter amended, then Chapter 180 and such Massachusetts General Laws shall control.
4.2. These Bylaws, the powers of the College and its Board, and all matters concerning the conduct and regulation of the business of the College shall be subject to the provisions in regard thereto that may be set forth in the Articles of Organization. In the event of any conflict or inconsistency between the Articles of Organization and these Bylaws, the Articles of Organization shall control.