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Section 1. Name.

The name of this corporation is the ���챬��. This corporation is hereinafter referred to as the "College."

Section 2. Articles of Organization and Purposes.

The articles of organization of the College consist of certain statutes of the Commonwealth of Massachusetts and any actions taken from time to time by the College as may be deemed under applicable provisions of Massachusetts law to constitute a part of the articles of organization. The purposes of the College shall be set forth in the articles of organization, as amended from time to time. The College exists as a women’s college.

Section 3. Location.

The principal office of the College shall be in South Hadley, Massachusetts.

Section 4. Corporate Seal.

The Trustees may adopt and from time to time alter the seal of the College.

Section 5. Fiscal Year.

The fiscal year of the College shall end on June 30 each year.

Section 6. Powers & Responsibilities.

The property, business, and affairs of the College are the responsibility of the Trustees, who shall have and may exercise all the powers of the College and who also shall be members of the College.

Section 7. Number; Composition.

The Board of Trustees shall have not more than thirty-four members consisting of:

(a) the President of the College who shall be an ex officio voting member of the Board;

(b) not more than twenty-seven members elected by the Trustees (referred to herein as “Term Trustees”)

(i) of whom at least two shall be alums,
(ii) one of whom shall be elected by the Trustees from the ten most recent graduating classes, and
(iii) one of whom shall be elected by the Trustees from the three most recent graduating classes, in accordance with the guidelines adopted by the Board, as amended from time to time (referred to herein as the “Recent Graduate Trustee”);

(c) the President of the Alum Association; and

(d) five individuals recommended by the alums in accordance with the procedures adopted by the Alum Association of ���챬�� and elected in accordance with these bylaws (referred to herein as “Alum Trustees” and together with the individuals referred to in (a), (b) and (c), the “Trustees”).

The number of Trustees shall be fixed from time to time by the Trustees.

Section 8. Terms of Office.

Section 8:  Unless the Trustees determine otherwise at the time of election of any Trustee:

Each Term Trustee, except the Recent Graduate Trustee, shall serve a five-year term. A Term Trustee may be re-elected to serve one additional term not to exceed five years. Trustees who have served on the Board for two consecutive five-year terms shall be ineligible for re-election for a period of one year following their second five-year term. In the case of the Chair, this provision shall not apply if necessary to permit continuous service as Chair of the Board for a total period of five years. In the case of a vacancy of a Term Trustee, the Trustees may elect a successor to fill either the unexpired term or a full term.

The Trustee selected from the ten most recent graduating classes shall serve a five-year term.  In case of a vacancy in the position of a Trustee from the ten most recent graduating classes, the Trustees may elect a successor to serve in that capacity for a term equal in length to the unexpired term of the vacating Trustee member.  Any person who has served a full term of five years as the ten most recent graduating classes Trustee member shall be ineligible for re-election as a ten most recent graduating classes Trustee.

The Recent Graduate Trustee shall serve a three-year term. In case of a vacancy in the position of Recent Graduate Trustee, the Trustees may elect a successor to serve as Recent Graduate Trustee for a term equal in length to the unexpired term of the vacating Recent Graduate Trustee.

The President of the Alum Association shall serve as a Trustee during their term of office.

One Alum Trustee shall be elected each year to serve for a period of five years. In case of a vacancy in the position of Alum Trustee, the Trustees may elect a successor to serve as an Alum Trustee for a term equal in length to the unexpired term of the vacating Alum Trustee. Any person who has served a full term of five years as an Alum Trustee shall be ineligible for re-election as an Alum Trustee.

Notwithstanding the limitation of two consecutive terms in paragraph (a), a Vice Chair may be re-elected as a Trustee to serve an additional year on the Board to permit continuous service as Vice Chair at the request of the Chair of the Board and upon re-election as Vice Chair by the Board on the recommendation of the Nominating & Governance Committee, provided that the election of a person under this provision can occur no more than twice for a maximum two years of service under this provision.

Terms shall begin on the July 1 following election or re-election as a Trustee, except that Trustees elected to begin their service during a fiscal year are deemed to have served since July 1 of that year for purposes of computing the length of term. Terms shall end on the applicable June 30 unless otherwise determined by the Board due to vacancy or good cause.

Section 9. Election.

The election of Trustees may be held at any regular or special meeting, provided that written notice of such election, including the names of nominees, has been made at least three days prior to the meeting. Nominations shall be made by the Nominating & Governance Committee.

Section 10. Responsibilities.

If any Trustee fails to attend two consecutive meetings of the Board without sending an adequate reason for the absence, it shall be considered that the trustee has resigned from the Board. Adequacy of excuses shall be determined by the Chair of the Board of Trustees in consultation with the Nominating & Governance Committee, as appropriate.

All Trustees shall comply with the Board’s conflict of interest policies and procedures. The Audit & Risk Committee will receive a report on conflicts of interest reported by the Trustees. Any question relating to conflicts or potential conflicts will be referred to the Nominating & Governance Committee for review and resolution.

Section 11. Resignation or Removal.

A Trustee may resign by delivering a written (or electronic) resignation to the Chair of the Board of Trustees, the President or the Secretary of the College, such resignation to be effective upon receipt or at such time as may be specified therein. A Trustee may be removed by vote of three-fourths of the Trustees present at any meeting of the Board, provided that notice of the proposed action has been given in the call to the meeting and the Trustee has independently been given reasonable notice and an opportunity for discussion.

Section 12. Trustee Fellows.

Upon retirement or resignation from the Board, Trustees shall be designated Mount Holyoke Trustee Fellows.

Section 13. Regular Meetings.

The Trustees shall hold at least three regular meetings each year. One shall be in the autumn, one in the winter and one in the spring, on such date and at such time as is stated in the notice of the meeting. Any and all business may be transacted at regular meetings.

Section 14. Special Meetings.

Special meetings may be held at any time and at any place upon the call of the Chair of the Board of Trustees or the Executive Committee, or upon the written application of three members of the Board. The notice of any special meeting shall state the items of business for which the meeting is held and no business shall be done except that stated in the notice.

Section 15. Notice of Meetings.

A written, printed or electronic notice of every regular meeting of the Board of Trustees shall be given by the Secretary of the College to each Trustee at least seven days before the meeting. In the case of a special meeting, three days’ notice shall suffice, unless the Chair of the Board or the President determines that circumstances warrant shorter notice, which in no event shall be less than twenty-four hours. Notice may also be given by the President, the Chair of the Board of Trustees, or any two Trustees. Any trustee who attends a meeting shall be deemed to have received adequate notice of such meeting.

Section 16. Presence Through Communications Equipment.

Any annual, regular or special meeting of the Board of Trustees, or of its committees, may be held in-person at a physical location, by means of remote communication or by a hybrid model with both a physical location and a means of remote communication, provided that all persons participating in the meeting can actively engage with each other at the same time. Members not physically present at the designated location of a meeting may, by means of remote communication: (i) participate in a meeting of members; and (ii) be deemed, to the same extent as members physically present at a designated location, to be: (A) present; and (B) authorized to vote.

Section 17. Quorum; Voting.

A majority of the Trustees then in office must be present at a meeting in order to constitute a quorum for the transaction of business. A majority of those present, although less than a quorum, shall have the power to adjourn the meeting from time to time, and such meeting may be held as adjourned without further notice.

Each Trustee shall have one vote. Except as otherwise specifically required by law, the articles of organization or these bylaws, a majority vote of the Trustees present in person or duly represented shall be sufficient to authorize any action of the College provided a quorum is present.

Section 18. Action by Written Consent.

Except as specifically required in these bylaws, any action required or permitted to be taken at any meeting of the Trustees or of any committee may be taken without a meeting if all Trustees or committee members, as the case may be, entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of the Trustees or committee, as the case may be. Electronic mail, for the purposes of this bylaw, satisfies the requirement of in writing.  Such consent shall be treated for all purposes as a vote at a meeting.

Section 19. Quorum and Call for Meetings.

The officers of the Board of Trustees shall be a Chair and one or more Vice Chair(s), each of whom shall be a Trustee, shall be elected by the Board, and shall serve at the pleasure of the Board.

The Chair of the Board of Trustees shall exercise the duties and functions set forth in these bylaws and as may be delegated to that person from time to time by the Board of Trustees.

The Board may elect such additional officers as it deems necessary

Section 20. Elections of Board Officers and Committees.

Except as otherwise expressly provided in these bylaws, a majority of the members of any of the committees set forth in Article V must be present at the meeting in order to constitute a quorum for the transaction of business. Meetings of any committee shall be called by the chair of the Committee, the Chair of the Board of Trustees, or the President of the College or by the Secretary of the College whenever requested to do so by any of the preceding individuals.

Section 21. Chair of the Board.

The Chair and Vice Chair(s) of the Board will be elected by the Board on the recommendation of the Nominating & Governance Committee.

The chair or co-chairs and vice-chairs of each committee shall be designated annually by the Chair of the Board, reviewed and recommended for approval by the Nominating & Governance Committee, and approved at a regular or special meeting of the Board. The President shall be an ex officio voting member of each standing committee.

Section 22. Vice Chair.

The Chair of the Board of Trustees shall preside at the meetings of the Board, shall exercise general oversight of its activities, and may on appropriate occasions represent and speak for the Board. The Chair shall consult with the President of the College as circumstances may require and shall execute other duties which ordinarily pertain to the office of the Chair. The Chair of the Board shall chair the Executive Committee and shall be a voting member ex officio of all committees of the Board

Section 23. Vice Chair (continued).

The Vice Chair of the Board of Trustees, in the absence of the Chair of the Board of Trustees, shall perform all the duties of the Chair, unless the Board of Trustees shall otherwise provide.

If there is more than one Vice Chair, the Vice Chair with the longest tenure as Vice Chair of the Board shall serve in place of the Chair if the Chair is absent or unable to act. If such Vice Chair is absent or unable to act, then the next senior Vice Chair shall serve in place of the Chair. If Vice Chairs were elected simultaneously, then the Vice Chair with the longest tenure of service as a Term Trustee shall be the senior Vice Chair.

Section 24. Standing Committees.

The standing committees whose members shall be chosen from the Trustees shall be: 1) an Executive Committee; 2) a Finance Committee; 3) a Nominating & Governance Committee; 4) an Academic Excellence Committee; and 5) an Audit & Risk Committee.

The Investment Committee is a standing committee which shall include Trustee members and may include members who are not Trustees as provided in Section 32.

Each standing committee shall have a written charter and primary responsibilities as approved initially by the Board and subsequently amended by the Nominating & Governance Committee, and such rules of procedure or policy guidelines as it or the Board, as appropriate, approves.

Standing committees may form subcommittees to facilitate the work of the committee, which subcommittees must include Trustee members and may include members who are not Trustees.

The Board may amend the specific names of these standing committees from time to time provided that the name makes clear the responsibilities of the standing committee as described in these bylaws.

Section 25. Other Standing Committees.

The Trustees may, by vote of a majority of Trustees then in office, elect or appoint one or more committees and delegate to them any or all powers, except those which by law, but the Articles of Organization or by these Bylaws they are prohibited from delegating. The Chair of the Board and the President shall be ex officio members, with voting power, of all standing committees. 

Section 26. Special Committees.

The Board or the Chair of the Board may appoint special committees in such manner and at such times as they deem appropriate. Special Committees may include members who are not current Trustees.

Section 27. Executive Committee.

The Executive Committee shall consist of not fewer than six Trustees. In addition, the President and the Chair of the Board, so long as each shall hold such office, shall each be a voting member of the Executive Committee and in the case of the President shall be an ex officio voting member. The Executive Committee shall, in the intervals between meetings of the Board, have responsibility over the general management of the College to the extent permitted by law and the articles of organization of the College, including, without limitation, the power to fill any vacancy in the Executive Committee, the faculty, the administration or the officers of the College except for vacancies in the position of President. Notwithstanding the foregoing sentence, the Executive Committee may not amend the bylaws or remove the President or any Trustee. The Executive Committee shall make a report of all actions taken by it on behalf of the Board as promptly as possible following the taking of such actions.

Section 28. Finance Committee.

The Finance Committee shall have general oversight of the finances of the College except for the funds and investments subject to the supervision of the Investment Committee. The Finance Committee shall be responsible, in consultation with the President and the Vice President for Finance and Administration and Treasurer, for making recommendations to the Board with respect to the College's overall financial condition. The Finance Committee will review and recommend to the Board the approval of contractual commitments exceeding $1,000,000 that are not included in the Board-approved operating budget or the approved capital projects, and any real estate purchases or sales.

The Chair, and the Vice Chair if there is one and if a Trustee, of the Investment Committee shall be voting members of the Finance Committee.

Section 29. Nominating & Governance Committee.

The Nominating & Governance Committee shall nominate the Term Trustees and review and recommend for election the Alum Trustees. The Committee shall nominate the officers of the Board. The Committee shall review and recommend chairs, co-chairs, and vice-chairs of standing committees for approval by the Board, except the Nominating & Governance Committee and except members ex officio.

The Committee shall develop and oversee a program for the orientation of Trustees. The Committee shall be responsible for assessing the composition of the Board, the evaluation of the President of the College, and occasional self-assessments of the Board, all in accordance with guidelines adopted by the Board.

The Committee shall be responsible for periodic review of the bylaws and for recommending bylaw amendments to the Board.

The Committee shall recommend to the Board candidates for honorary degrees.

The Chair of the Finance Committee shall be a voting member ex officio of the Nominating & Governance Committee for the purposes of setting the compensation of the President and reviewing and approving the compensation of the senior officers of the College. When undertaking these responsibilities, this group serves as the Board’s Compensation/Evaluation Committee.

Section 30. Academic Excellence Committee.

The Academic Excellence Committee shall have general oversight over all matters pertaining to the educational activities and policies of the College, and during the periods between meetings of the Board of Trustees shall represent the Board in dealing with such educational matters as may arise. The Academic Excellence Committee shall receive, examine and approve tenure lines and all promotions to the rank of professor or associate professor, and appointments or promotions which involve the right of tenure of the appointee.

In general, initiation of educational policy shall rest with the Faculty; but whether initiated by the Faculty or by the Board of Trustees, changes of a major nature in the academic functioning of the College, including without limitation changes in programs, personnel, and diploma or residency requirements, shall require advance consultation between the Faculty and the Trustees, and review and approval by the Board of Trustees.

Section 31. Audit & Risk Committee.

The Audit & Risk Committee shall consist of no fewer than five members, one of whom is a member of the Finance Committee. The Audit & Risk Committee has general oversight, including monitoring corrective actions, of financial reporting, external and internal audits, the control environment, and the risk management system.

Upon the recommendation of the Audit & Risk Committee, the Board of Trustees shall appoint annually independent certified public accountants to perform an audit of all the financial records of the College. Such accountants' examination shall be made in accordance with generally accepted auditing standards, and their report to the Board of Trustees shall include their opinion and certificate concerning the financial record and statements of the College.

Section 32. Investment Committee.

The Investment Committee shall consist of up to thirteen (13) members selected by the Chair of the Investment Committee in consultation with the Nominating & Governance Committee. In addition to the Chair who shall be a Trustee elected by the Trustees, one of the other members must be a Trustee elected by the Trustees. All other members of the Investment Committee, including the Vice-Chair, if there is one, may or may not be Trustees. In addition, the Chair of the Finance Committee shall be an ex officio voting member of the Investment Committee and the Vice President for Finance and Administration and Treasurer shall be a non-voting member of the Investment Committee. Each member of the Investment Committee shall serve an initial term of five years and at the conclusion of such initial five-year term may be re-elected to serve one additional term not to exceed five-years. In the case of the Committee Chair, this provision shall not apply if necessary to permit continuous service as Chair of the Investment Committee for a total period of five years. Members who have served on the Investment Committee for two consecutive five-year terms shall be ineligible for re-election for a period of one year following their second five-year term. A majority of the members of the Committee, provided that these include the Chair or Vice Chair of the Committee, shall represent a quorum for the transaction of business.

The Investment Committee shall have supervision over the investment and reinvestment of the funds of the College (other than cash used for the day to day operations of the College), including, without limitation, endowment assets, and shall have the authority to approve or to disapprove investments, and to retain such investment managers, consultants and advisors as it deems necessary to assist it in the proper discharge of its duties. The President shall appoint a Chief Investment Officer, who shall be responsible for recommending and carrying out investments of College assets in accordance with the policies of the Investment Committee.

The Chair of the Investment Committee shall report (i) regularly to the Finance Committee and the Board of Trustees on the endowment assets and (ii) at least annually to the Finance Committee and the Board of Trustees on the policies and practices of the Investment Committee.

A non-Trustee member of the Investment Committee may resign by delivering a written (or electronic) resignation to the Chair of the Board of Trustees or the Chair of the Investment Committee, such resignation to be effective upon receipt or at such time as may be specified therein. A non-Trustee member of the Investment Committee may be removed by a vote of three-fourths of the Trustees present at any meeting of the Board, provided that notice of the proposed action has been given in the call to meeting and the non-Trustee member of the Investment Committee has independently been given reasonable notice and an opportunity for discussion.

Section 33. Relation to Trustees.

The President of the College is the chief executive officer of the College, shall have the general and active management, control and direction of the educational activities, financial operations, and other affairs of the College, and shall have the general powers and duties usually vested in the office of the president of a college. The President shall exercise such leadership and supervision of its administrative officers, faculty, agents, and employees as will promote the efficiency of each department and of the College as a whole. The President shall appoint a Chief Investment Officer, who shall be responsible for recommending and carrying out investments of College assets in accordance with the policies of the Board’s Investment Committee.

The President shall be elected by the Board of Trustees, shall hold office at the pleasure of the Board, and shall be responsible only to the Board. The President shall be a voting member ex officio of all standing committees of the Board of Trustees and voting member ex officio of the Board of Trustees and of all committees of the Faculty, except the Faculty Conference Committee and the Faculty Appeals Committee elected by the Faculty in accordance with Board policy.

In the case of prolonged absence or incapacity, resignation, termination, or disability of the President, the Board of Trustees shall designate an individual to assume the duties and responsibilities of the President on an interim or acting basis. An Acting President or Interim President shall have the rights, duties, obligations, and responsibilities of the President.

Section 34. Relation to Faculty.

The President shall also be the chief executive officer of the faculty. The President shall report to the Faculty pertinent action taken by the Board and shall keep the Board informed of the more important proceedings of Faculty meetings.

Section 35. Promotions and Appointments.

The President shall recommend to the Board of Trustees through the Education Committee all promotions and appointments of members of the Faculty, excluding instructors, assistant professors, and other faculty on term appointments; the President shall also recommend all appointments which involve the right of tenure, and the designation of chairs of departments for a specific term of years. Before recommending appointments and reappointments of members of the faculty, the President shall consult with the Faculty Advisory Committee on Appointments, Reappointments, and Promotions. Any such appointments shall be made in accordance with then-current faculty legislation.

Section 36. Authority and Duties.

The President shall direct the Vice President for Finance and Administration and Treasurer in the preparation of the annual budget and development of capital plans and projects. All diplomas of those receiving degrees from the College shall bear the signature of the President.  Subject to Section 28 of these bylaws, the President shall have the authority to enter into contracts for the College, and to delegate to all Officers of the College and their designees contracting authority in accordance with their responsibilities and duties. It shall be the President's duty to make a full report to the Trustees at the autumn meeting on the condition of the College during the preceding academic year and to present for their consideration such measures as the President may deem necessary or expedient for its welfare.

Section 37. Officers of the College.

The officers of the College shall include the Provost and Dean of Faculty, the Vice President for Finance and Administration and Treasurer, the Secretary of the College, and, with approval from the Board, any such officer the President may determine. The Vice President for Finance and Administration and Treasurer and the Secretary must be approved by the Board or if necessary or expedient, the Executive Committee, prior to assuming the responsibilities of those offices.

Section 38. Provost and Dean of Faculty.

The Provost and Dean of Faculty shall be the second ranking officer of the College with regard to educational policy. Subject to the supervision of the President, the Provost and Dean of Faculty shall be concerned with administration of educational policies, regulations, and decisions made by the Faculty and its committees, and with such matters as may be delegated by the President.

In the case of prolonged absence or incapacity of the President, or in the event of the death of the President, the Provost and Dean of Faculty shall temporarily discharge the powers and duties of the President until such time as the Board of Trustees shall select a new President or Acting/Interim President.

Section 39. Vice President for Finance and Administration and Treasurer.

Subject to the provisions below, and subject to the supervision of the President, the Vice President for Finance and Administration and Treasurer shall be the chief financial officer of the College. The Vice President for Finance and Administration and Treasurer shall report to the Finance Committee of the Board of Trustees on a regular basis and upon request.

The Vice President for Finance and Administration and Treasurer together with the Investment Committee shall be responsible for the investment and management of all assets and funds of the College. The Vice President for Finance and Administration and Treasurer shall be responsible for the collection of all moneys due to the College. The Vice President for Finance and Administration and Treasurer shall be responsible for the deposit of the same in the name of the College in banks or trust companies.

The Vice President for Finance and Administration and Treasurer shall have the authority to draw checks against deposits standing in the name of the College, and to sign, seal with the seal of the College, acknowledge, and deliver for and on behalf of the College all instruments relating to College funds, subject to Section 28 of these bylaws.

The Vice President for Finance and Administration and Treasurer shall have the authority to compromise and settle for and on behalf of the College all questions relating to gifts to the College testamentary and inter vivos, and to execute, seal, and deliver for and on behalf of the College conditional gift agreements.

Subject to Section 28 of these bylaws, contracts for the purchase, conveyance or transfer of real estate; deeds; mortgages; releases; discharges; assignments; leases and all other instruments relating to real estate shall be valid to bind the College if signed for and on behalf of the College by the President, Vice President for Finance and Administration and Treasurer, or the Associate Treasurer.

The Vice President for Finance and Administration and Treasurer shall be responsible for the preparation of such financial or investment reports as the President, the Finance Committee, the Investment Committee or the Board of Trustees may require. In discharging their duties, the Vice President for Finance and Administration and Treasurer may rely upon the advice of the certified public accountants appointed under Section 31, the investment advisors retained under Section 31, and other professional advisors.

The Vice President for Finance and Administration and Treasurer shall have such other functions, powers, and authority as the Trustees, the Finance Committee, the Investment Committee or the President may from time to time determine.

The Vice President for Finance and Administration and Treasurer shall be responsible to the President for the business and human resource functions and operations of the College and for the planning and execution of its capital facilities projects.

Section 40. Secretary of the College.

The Secretary of the College, subject to the supervision of the President, shall perform the usual duties of a corporate secretary, including impressing the corporate seal upon documents requiring the seal, and attesting to them when necessary.

If the Secretary is absent from any meeting of the Board, an Acting Secretary may be chosen by the Board Chair at the meeting and shall exercise the duties of the Secretary at the meeting. In the event of the Secretary’s prolonged absence or inability to act, the Executive Committee of the Board may designate an Acting Secretary who shall have and may exercise all powers and duties of the Secretary during such absence or inability to act.

The Secretary or Acting Secretary shall be a resident of Massachusetts .

Section 41. Definition.

The Faculty of the College shall consist of the President, the Dean of Faculty, and all who bear the academic titles of Professor, Associate Professor, Assistant Professor, Instructor, Senior Lecturer, and Lecturer or other non-tenure track academic title.

Section 42. Meetings, Rules, and Committees.

The Faculty shall hold such meetings as they may determine and shall keep a record of their proceedings. Subject to the reserve power of control of the Board of Trustees, they shall make such rules of procedure and provide for and constitute such committees as may be required.

Section 43. Grant of Power.

Subject to the control of the Board of Trustees, the Faculty shall prescribe requirements for admission, courses of study, conditions of graduation, the nature of degrees to be conferred, and regulations for the conduct of the academic work of the College. They shall recommend to the Board of Trustees candidates for degrees in course and may recommend candidates for honorary degrees.

Section 44. Subject to Trustee Control.

No exercise of the powers herein conferred on the Faculty, which in the judgment of the President of the College involves a major issue in the educational policy of the College, shall take effect without the concurrence of the President of the College and the approval of the Board of Trustees. No exercise of the powers herein conferred on the Faculty, which in the judgment of the President of the College involves a major issue in the non-academic functioning of the College, shall take effect without the concurrence of the President of the College and the approval of the Board of Trustees.

Section 45. Nondiscrimination Policies.

���챬�� is a gender-diverse women’s college. The College is committed to providing equal access and opportunity in employment and education to all employees and students. In compliance with state and federal law, ���챬�� does not discriminate on the basis of race, ethnicity, color, genetic information, sex, national or ethnic origin, religion, age, physical or mental disability, marital status, sexual orientation, pregnancy, gender identity or expression, ancestry, veteran or military status, or any other legally protected status under federal, state or local law.

Section 46. Indemnification.

The College shall, to the extent legally permissible and only to the extent that the status of the College as an organization exempt under Section 501(c)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its Trustees and officers (including persons who serve at its request as Trustees or officers of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and legal fees, reasonably incurred in connection with the defense or disposition of any action, suit, or other proceeding, whether civil, criminal, administrative or investigative, in which the Trustee or officer may be involved or with which the Trustee or officer may be threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, except with respect to any matter as to which such Trustee or officer shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that the action was in the best interests of the College; provided that as to any matter disposed of by a compromise payment by such Trustee or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the College, after notice that it involves such indemnification: (a) by a disinterested majority of the Trustees then in office; (b) by a majority of the disinterested Trustees then in office, provided that there has been obtained an opinion in writing of independent legal counsel selected by the disinterested Trustees to the effect that such Trustee or officer appears to have acted in good faith in the reasonable belief that the action was in the best interest of the College; or (c) if there are no disinterested Trustees, a written opinion obtained from independent legal counsel selected by the President to the effect that such Trustee or officer appears to have acted in good faith in the reasonable belief that the action was in the best interest of the College.

Expenses, including legal fees, reasonably incurred by any such Trustee or officer in connection with the defense or disposition of any such action, suit, or other proceeding (subject to the exception set forth above) may be paid from time to time by the College in advance of the final disposition thereof upon receipt of an undertaking by such Trustee or officer to repay the amounts so paid to the College if it is ultimately determined that indemnification is not authorized hereunder.

The College may purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee or agent of the College or who is or was serving at the request of the College as a member, director, trustee, officer, employee, fiduciary or other agent of a corporation, trust or other organization in which the College has an interest, or with respect to any employee benefit plan, against any liability asserted against or incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the College would have the power to indemnify or advance expenses to such person against such liability.

The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any Trustee or officer may be entitled. Nothing contained herein shall affect any rights to indemnification to which College personnel other than Trustees or officers may be entitled by contract or otherwise under law.

As used in this Section 46, the terms "Trustees" and "officers" shall include their respective heirs, executors and administrators and the indemnification provided in this Section 46 shall benefit such individuals, and a “disinterested” Trustee is one against whom the proceeding in question or another proceeding on the same or similar grounds, is not then and had not been pending or threatened.

The College may, at its discretion, to the extent legally permissible and only to the extent that the status of the College as an organization exempt under Section 501(c)(3) of the Internal Revenue Code is not affected thereby, indemnify any past, present, and future employee, member of the faculty, student teacher, teaching assistant, uncompensated volunteer worker, member of a committee of the College, representative to an education association of which the College is a member, or student of the College while serving in a supervised internship program in satisfaction of course requirements or while acting at the direction of or on behalf of the College (“employees, volunteers and students”) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and legal fees, reasonably incurred by the employee, volunteer or student in connection with the defense or disposition of any action, suit, or other proceeding, whether civil or criminal, in which they may be involved or with which they may be threatened, while in office or thereafter, by reason of being or having been such an employee, volunteer or student. The authority to defend and indemnify employees, volunteers and students is delegated to the President of the College and the Vice President for Finance and Administration and Treasurer. In the event that there is a determination, in the College’s sole discretion, that the College should not defend or indemnify an employee, volunteer or student in a particular situation, the Audit and Risk Committee will be notified, prior to a final decision, at their next regular meeting or at a special meeting held at the discretion of the Committee Chair. Nothing contained herein shall affect any rights to defense or indemnification to which any party may be entitled by contract or otherwise under law.

Section 47. Personal Liability.

The members, Trustees and officers of the College shall not be personally liable for any debt, liability or obligation of the corporation. 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 the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the College.

Section 48. Signature Authority.

Subject to the Board approval requirements in Section 28 of these bylaws, and except as the Board of Trustees may otherwise authorize, all transactions valued above $1,000,000 (one million dollars) shall be authorized in the name of the College by two of its senior administrators, of whom one is the President or the Vice President for Finance and Administration and Treasurer. Transactions valued at less than $1,000,000 (one million dollars) may be authorized by individuals designated by the President. The President has authority to approve delegations of authority and designation of senior administrators as used in this Article XI.

Section 49. Changes in Bylaws.

These bylaws may be amended, altered, or repealed at any meeting of the Board of Trustees by the affirmative vote of at least a majority of the Trustees then holding office, provided that the notice of any such meeting shall have set forth the substance of the proposed amendment, alteration, or repeal.