Appendix D: Bylaws
Updated February 8, 2018
Section 1.1 PRINCIPAL OFFICE
The principal office of Livingstone College (hereinafter "the Corporation", sometimes "the College") shall be located at Livingstone College, 701 West Monroe Street, Salisbury, North Carolina 28144, County of Rowan, State of North Carolina.
Section 1.2 REGISTERED OFFICE
The registered office of the Corporation shall be Livingstone College, 701 West Monroe Street, Salisbury, North Carolina 28144, County of Rowan, State of North Carolina.
Section 1.3 OTHER OFFICES
The Corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Trustees may from time to time determine, or as the affairs of the Corporation may require.
SECTION 2.1 NUMBER
The Board of Trustees shall consist of no less than eighteen (18) and no more than thirty-one (31) trustees. Trustees need not be residents of the State of North Carolina.
SECTION 2.2 COMPOSITION
The Board of Trustees shall be composed of the following members:
- All active Bishops of the African Methodist Episcopal Zion Church;
- The President of Livingstone College with voice but no vote;
- Eighteen (18) persons, to include the Chief Financial Officer of the A.M.E. Zion Church, Secretary of the" Christian Education Department of the A.M.E. Zion Church, the President of the National Alumni Association, and one alumni nominated by the National Alumni Association and elected by the Board of Trustees;
- The Student Government Association President will serve on the Board as an ex- officio member with voice but without vote and will be excluded from the Executive Sessions of the Board; and
- One (1) member of the faculty elected by the faculty will serve on the Board as an ex-officio member with voice but without vote and will be excluded from the Executive Sessions of the Board.
SECTION 2.3 CLASSES
All elected trustees, (except Bishops of the A.M.E. Zion Church, President, Chief Financial Officer of the A.M.E. Zion Church, and Secretary of the Christian Education Department of the AM.E. Zion Church) shall be divided into three classes each of which shall be approximately the same number so that the terms of one-third (1/3) of such trustees shall, insofar as practical, expire each year on the date of the annual meeting. A Trustee may serve no longer than three (3) consecutive terms. Thereafter, a Trustee must be off the Board for one (1) four-year term before re-election.
SECTION 2.4 TERM I ROTATION
The term of all elected trustees, (except Bishops of the AM.E. Zion Church, President, Chief Financial Officer of the AM.E. Zion Church, and Secretary of the Christian Education Department of the A.M.E. Zion Church) shall be four (4) years and commence at the end of the meeting at which they are elected. (Terms expiring of trustees in 2005 shall remain in effect. All remaining Trustees shall be governed by the four-year term provision specified in these bylaws.)
SECTION 2.5 NOMINATION
Nominations to fill the places of members whose terms are about to expire shall be made to the Board by the Committee on Governance. When a vacancy occurs prior to the expiration of a member's term, the Committee on Governance shall present, as soon as practical, its recommendation for a successor to fill the unexpired term. The Committee on Governance shall report the nominating slate to the full Board 30 days in advance of the annual meeting.
SECTION 2.6 ELECTION
Trustees shall be elected by two-thirds (2/3) majority vote of the Board. Except in the cases of unexpired vacant terms and Bishops of the African Methodist Episcopal Zion Church, trustees shall ordinarily be elected at the annual meetings of the Board by twothirds (2/3) of the members of the Board of Trustees.
SECTION 2.7 RETIREMENT
No trustee shall be eligible for reelection after his or her [72nd] birthday.
SECTION 2.8 RESIGNATION
A trustee may resign at anytime by giving written notice to the Chairperson or Secretary. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein.
SECTION 2.9 REMOVAL
A member of the Board may be removed only for cause. Cause shall include but is not limited to breach or violation of ethics, confidentiality, moral turpitude, conviction of felony, fraud, perjury, intimidation or interference with the job performance of employees, conflicts of interest not approved by the Board of Trustees (Please see attached statement on Conflict of Interest revised March 30, 2009 – ARTICLE VI). The Committee on Governance shall be notified by any member of the Board of Trustees should an occasion arise of the removal of any Board of Trustee. The Committee on Governance shall notify the Chair or Secretary that it proposes to make a recommendation of removal to the Board of Trustees, if such is warranted. The Chair or Secretary of the Board of Trustees shall send, at least ten days in advance of the meeting at which such removal is to be considered, written notice that the Committee will make a recommendation of removal of a Trustee, which notice shall not identify the Trustee whose removal is proposed or the basis of such removal. At least ten days in advance of the Board Meeting at which such removal is to be considered, the Committee on Governance shall send to the Trustee whose removal is recommended written notice of the proposed removal and a written statement of the basis of the Committee’s recommendation. At such meeting, after the Committee on Governance presents its recommendation for removal together with a statement of the basis for its recommendation, the Trustee whose removal is proposed shall be permitted to respond to the recommendation. After the presentation of the recommendation and the presentation of the Trustee’s response, the Trustee whose removal is proposed shall be excused from the meeting room, and the Board of Trustees shall deliberate and vote on the matter in the absence of the Trustee whose removal is proposed. In order to be effective, the removal must be approved by an affirmative vote of at least two-thirds of the Board of Trustees. A Trustee may be removed from office by an affirmative vote of two-thirds of Trustees present.
SECTION 2.10 DISQUALIFICATION BY ABSENCE OR INCAPACITY
If any trustee fails to attend three (3) consecutive meetings of the .Board without an adequate reason for his or her absence, or shall be, in the judgment of the Board, permanently incapacitated to perform his or her duties as trustee, his or her seat may be declared vacant by the Board.
SECTION 2.11 EVALUATION
Each member of the Board of Trustees will be evaluated annually, by the Committee on Governance, utilizing the Trustee Evaluation Instrument.
SECTION 2.12 VACANCIES
Any vacancy or vacancies arising in the Board because of death, resignation, removal for cause by action of the Board, disqualification, and increase in the number of trustees, or any other reason, may be filled by a two-thirds (2/3) vote of the remaining members of the Board, at any regular or special meeting; and each person so elected shall be a trustee to serve for the balance of the unexpired term.
SECTION 2.13 EMERITI TRUSTEES
The Board shall have the power and authority to elect emeriti trustees who are elected for life and shall hold the privilege of attending Board meetings and participating in discussions and other functions as nonvoting members.
- Election to Trustee Emeritus status is by a majority vote of the Board upon recommendation of the Executive Committee.
- Any person nominated as trustee emeritus must have served a minimum of two full terms and exhibited exemplary and meritorious service to the College during their tenure.
Livingstone College is a not-for-profit corporation organized under the laws of the State of North Carolina.
Livingstone College is exempted from federal income tax pursuant to Internal Revenue Code Section 50l (c) (3). No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as set forth in the Articles of Incorporation.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue Law), or (b) by any corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue Law).
It is recognized that Livingstone College is a freestanding, separate corporate entity. No other corporate entity or representative(s) of other bodies agencies or corporations shall have the power to conduct/consider the business affairs of Livingstone College.
The Board of Trustees shall oversee and control the property, business, and affairs of Livingstone College. The powers and duties of the Board shall be as follows:
All corporate powers of Livingstone College shall be exercised by .or under the authority of, and the business and affairs of Livingstone College shall be managed under the direction of, the Board of Trustees. The powers and duties of the Board shall be as follows:
- The Board shall select the President of the College in accordance with ARTICLE VIII, and nominate and elect officers of the Board.
- The Board shall set educational and fiscal policy for the college, and authorize the granting of degrees.
- In the case of death, resignation, removal or extended absence or inability to act as the President, the Board shall elect an Interim President to hold office for such period of time as the Board may determine.
- The Board shall have the power to grant promotion and tenure upon recommendation of the President.
- The Board shall have the power to remove any person whom they have appointed or caused to have appointed in accordance with the terms of the appointment.
- The Board shall enact bylaws, or other necessary regulations.
- The Board shall have the power by two-thirds (2/3) vote to acquire, encumber, and dispose of real property. A real property transaction may be consummated upon action by the Board and shall be evidenced by the authorized signature of the Chairperson and President and attested by the Secretary of the Corporation.
- The Board shall have the power by two-thirds (2/3) vote to enter into significant financial transactions that encumber the assets of the College. A financial transaction may be consummated upon action by the Board and shall be evidenced by the authorized signature of the Chairperson and President and attested by the Secretary of the Corporation.
SECTION 4.1 PLACE OF MEETING
Meetings of the Board may be held at such place as the Board may from time to time determine, except that the annual meeting and at least one other regular meeting of the Board each year shall be held in Salisbury, NC.
SECTION 4.2 ANNUAL MEETING
The first meeting of the Board in any fiscal year shall be designated as the annual meeting, at which time all officers shall be elected, committees appointed, and business transacted which is required under these by-laws to be transacted at the annual meeting.
SECTION 4.3 REGULAR MEETINGS
There shall be not less than three (3) regular meetings of the Board annually. These meetings shall be at such time as the trustees may from time to time designate provided that one of such meetings shall be held in September of each year and shall be called the annual meeting.
SECTION 4.4 SPECIAL MEETINGS
Special meetings shall be called by the Chairperson of the Board or upon written request of at least eight (8) trustees requesting a meeting of the full Board. Special meetings of the Board of Trustees may be called by or at the request of the Chairperson of the Board, the Executive Committee of the Board, or one-fourth (1/4) of all members of the Board of Trustees. Such meetings may be held either within or without the State of North Carolina.
SECTION 4.5 ACTION WITHOUT MEETING
Action required or permitted to be taken by the Board or a Committee at a meeting (with the required majority vote or 2/3 vote), may be taken without a meeting if one or more written consents describing the action taken are signed by each of the Trustees or members of the Committee, as the case may be, whether before or after the action so taken, and filed with corporate records or the minutes of the proceedings of the Board or Committee. Action so taken is effective when the last Trustee or Committee member signs such consent, unless the consent specifies a different effective date. Such consent has the effect of a meeting vote and may be described as such in any document.
SECTION 4.6 PARTICIPATION BY CONFERENCE TELEPHONE
Any Trustee or member of a Committee may participate in a meeting of the Board or Committee by means of a conference telephone, video conferencing, or similar communications device that allows all persons participating in the meeting to simultaneously hear each other during the meeting, and such participation in a meeting shall be deemed presence in person at such meeting.
SECTION 4.7 NOTICE
Written notice of the time and place of each regular meeting shall be sent to all trustees at least one month in advance of the meeting.
The Secretary, upon the notification of the Chairperson, or upon the receipt of the written request of at least one-fourth (1/4) members of the Board, shall cause notice of the time, place, and purpose of a special meeting to be sent to all Board members. The Board shall be restricted at such meetings to the transaction of the business specified in the notice. Members shall be given at least fourteen (14) days notice of any special meeting, except in case of emergency where notice of such a meeting may be waived by vote of at least one-third (1/3) of the members.
A trustee's attendance at or participation in a meeting shall constitute a waiver by such trustee to objection to lack of notice or defective notice of the meeting, unless the trustee at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or to the transaction of business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
SECTION 4.8 MODIFICATION OF PROPOSALCONTAINED IN NOTICE
Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge or reduce its original general purpose.
SECTION 4.9 QUORUM, MANNER OF ACTING AND ADJOURNMENT
A quorum for the purpose of transacting business shall consist of a simple majority (1/2 plus 1) of the members of the Board of Trustees. Every trustee shall be entitled to one (1) vote. Except as otherwise specified in these By-Laws or provided by statute, the acts of a majority of the trustees present at a meeting at which a quorum is present shall be the acts of the Board. In the absence of a quorum, a majority of the trustees present and voting may adjourn the meeting from time to time until a quorum is present. The trustees shall act only as a Board and the individual trustees shall have no power as such, except that any action which may be taken at a meeting of the trustees may be taken without a meeting, if a consent or consensus in writing setting forth the action so taken shall be signed by all of the trustees in office and shall be filed with the Secretary of the Board.
SECTION 4.10 AGENDA FOR THE MEETINGS
The agenda for a meeting of the Board shall be prepared by the Chairperson or the President with the approval of the Chairperson and sent to all members of the Board in advance of the meeting.
SECTION 4.11 CONFIDENTIALITY
All proceedings of the Board and its committees and all matters pertaining to college business shall be treated as proprietary information and shall not be disclosed unless authorized by the Chairperson of the Board.
SECTION 4.12 MINUTES
Minutes will be taken at all meetings of the Board and furnished to each member of the Board.
SECTION 5.1 NUMBER AND TITLE
The officers of the Board shall be the Chairperson, Vice Chairperson, Secretary, and Assistant Secretary. The Board may also create and fill other offices as it shall from time to time deem necessary or expedient.
SECTION 5.2 ELECTION AND TENURE
All officers of the Board shall be elected at each annual meeting for a one-year term, which shall commence at the end of the meeting at which they are elected. Each officer shall ordinarily serve for at least four (4) consecutive years, but not more than five years, with the exception of the Chairperson.
SECTION 5.3 CHAIRPERSON (DUTIES)
The Chairperson of the Board shall issue the call for meetings of the Board, except as provided above, and shall preside at the meetings of the Board and shall exercise general oversight of its activities. Upon appropriate occasions he or she may represent and speak for the Board. The Chairperson shall counsel with the President as circumstances may require, and shall discharge such other duties as ordinarily pertained to the office of Chairperson. The Chairperson shall, with the President, sign the diplomas for degrees granted by the Corporation, and, except as otherwise provided in these Bylaws, shall execute corporate documents and resolutions on behalf of the corporation as may be authorized by the Board.
The Chairperson shall be a voting member ex officio of all committees of the Board and shall serve as Chairperson of the Executive Committee. After consultation with the Committee on Governance, the Chairperson shall appoint the Chairperson of all the standing committees of the Board and shall appoint additional members after consultation with each Chairperson to serve on each committee. The Chairperson of the Board shall fill committee vacancies occurring after election or appointment, and shall appoint such ad hoc committees as deemed necessary and appropriate.
SECTION 5.1 VICE CHAIRPERSON (DUTIES)
The Vice Chairperson shall be elected from among the trustees at each annual meeting for a one-year term. The Vice Chairperson shall preside at meetings of the Board and exercise all powers, duties, and privileges of the Chairperson in the absence or disability of the Chairperson unless the Board shall provide otherwise. The Vice Chairperson shall have other duties as the Board or the Chairperson may decide, including ex officio membership on any committee of the Board.
SECTION 5.5 SECRETARY (DUTIES)
The Secretary shall see that a record of all meetings of the Board of Trustees is kept, and that all necessary notices of such meetings are issued. He or she shall have charge of all records not properly belonging to the Office of the President. The Secretary shall see that a copy of the minutes of the meetings of the Board is transmitted promptly to each trustee, and that all persons concerned with the actions taken by the Board are notified. The College shall have the custody of the Corporate Seal, but the Secretary, shall with it, attest all documents requiring the Corporate Seal and shall perform such other duties as are generally authorized under law and performed by a Secretary for a not-for-profit corporation. Custody of the Corporate Seal, and other documents required shall be maintained in a file at Livingstone College in the office of the President.
SECTION 5.6 ASSISTANT SECRETARY (DUTIES)
The Board may appoint an Assistant Secretary who shall act in the absence of the Secretary, or perform such other duties of the secretary as may be delegated and authorized by the Board.
SECTION 5.7 ADDITIONAL OFFICERS
Additional officers of the Board may be elected at the discretion of the Board, having such duties, responsibilities, and terms of office as the Board may from time to time determine.
SECTION 5.8 ABSENCES
At any meeting at which the Chairperson, the Vice Chairperson, or Secretary are absent, those Trustees assembled shall elect one of their number to fill pro-tern the place of the Presiding Officer or the place of the Secretary.
SECTION 5.9 VACANCIES
In the case of vacancies in any of the offices by death, resignation, removal, or any other cause, the office so made vacant may be filled by the Board at any meeting pursuant to such nomination as may be prescribed in these Bylaws, and the person so elected to fill an unexpired term shall enter upon the duties of his or her office immediately upon election.
The Livingstone College Board of Trustees, officers, employees or agents are to avoid any conflict of interest, even the appearance of a conflict of interest. The Board of Trustees, officers, staff and agents are obligated to always act in the best interest of the College. This obligation requires that any Board member, officer, employee or agent, in the performance of College duties, seek only the furtherance of the Organization mission. At all times, Board members, officers, employees or agents, are prohibited from using their job title, the College's name or property, for private profit or benefit.
- The members of the Board, officers, employees, or agents of the College should neither solicit nor accept gratuities, favors, or anything of monetary value from current or potential contractors/vendors, persons receiving benefits from the College or persons who may benefit from the actions of any Board member, officer, employee or agent. This is not intended to preclude bona-fide College fund raising-activities.
- A member of the Board may, with the approval of Board, receive honoraria for lectures and other such activities while not acting in any official capacity for the College. Officers may, with the approval of the Board, receive honoraria for lectures and other such activities while on personal days, compensatory time, annual leave, or leave without pay. Employees may, with the prior written approval of their supervisor, receive honoraria for lectures and other such activities while on personal days, compensatory time, annual leave, or leave without pay. If a Board member, officer, employee or agent is acting in any official capacity, honoraria received in connection with activities relating to the College are to be paid to the College.
- No Board member, officer, employee, or agent of the College shall participate in the selection, award, or administration of a purchase or contract with a vendor where, to his knowledge, any of the following has a financial interest in that purchase or contract:
- The Board member, officer, employee, or agent;
- Any member of their family by whole or half blood, step or personal relationship or relative-in-law;
- An organization in which any of the above is an officer, director, or employee;
- A person or organization with whom any of the above individuals is negotiating or has any arrangement concerning prospective employment or contracts.
- Duty to Disclosure — Any conflict of interest, potential conflict of interest, or the appearance of a conflict of interest is to be reported to the Board, the President or one’s supervisor immediately.
- Board Action — When a conflict of interest is relevant to a matter requiring action by the Board of Trustees, the Board member, officer, employee, or agent must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of committees considering the possible conflict of interest. After disclosure of all material facts, and after any discussion with the person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.
In addition, the person(s) shall not participate in the final deliberation or decision regarding the matter under consideration and shall leave the meeting during the discussion of and vote of the Board of Trustees or committee.
- Violations of the Conflicts of Interest Policy — If the Board of Trustees has reasonable cause to believe a member, officer, employee or agent has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the person's response and after making further investigation as warranted by the circumstances, the Board of Trustees determines the member, officer, employee or agent has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
- Record of Conflict — The minutes of the Board and all committees with Board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have an actual or possible conflict of interest, the nature of the conflict of interest, any action taken to determine whether a conflict of interest was present, and the Board's or committee's decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement that presents a possible conflict of interest, the content of the discussion, including any alternatives to the transaction or arrangement, and a record of any votes taken in connection with the proceedings.
SECTION 7.1 COMMITTEE TITLES
The standing committees of the Board shall consist of an Executive Committee, a Finance Committee, a Committee on Governance, a Committee on Advancement, a Committee on Academic Affairs / Planning, a Committee on Student Affairs / Religious Life, a Committee on Internal Audit and Legal Affairs, a Committee on Physical Plant and Land Use, a Committee on Honorary Degrees, and a Committee on Investments.
SECTION 7.2 SELECTION OF CHAIRS AND COMMITTEE MEMBERS
The Chairperson of the Board shall appoint annually the Chairperson and Vice Chairperson of the several standing committees. The Chairperson shall appoint annually other members of these standing committees. All members of standing committees shall hold office for one year, or until their successors are appointed. Vacancies occurring after election shall be filled by the Chairperson of the Board.
SECTION 7.3 SPECIAL COMMITTEES
The Chairperson of the Board shall appoint the members of all special and ad hoc committees, the creation of which has been authorized by the Board or by the Executive Committee.
SECTION 7.4 COMMITTEE ACTION BY CORRESPONDENCE
All committees may act; not only in meetings assembled but also, through correspondence between the committee Chairperson and other committee members, except when objections to such action shall have been raised by any committee member. Such correspondence shall be made part of the record of the committee, and, as such, shall belong to the Board.
SECTION 7.5 PROCEEDINGS
A majority of the members of a committee shall constitute a quorum. Committees shall report to the Board at its regular meetings.
SECTION 7.6 EXECUTIVE COMMITTEE
SECTION 7.6.1 POWERS AND DUTIES
The Executive Committee is established to provide a practical working group, which can serve as a resource for informal counseling for the President, and undertake emergency or interim action for the entire Board when necessary. It is also the means of informing and coordinating the standing committees. It shall have all the power of the Board between meetings of the Board and shall report the proceedings and actions taken at each meeting of the Board. It has the power to approve the operating budget and make revisions of it within limitations set by the Board.
SECTION 7.6.2 MEMBERS
The Executive Committee shall have no less than seven (7) members and shall include the Chairperson, Vice Chairperson, Secretary, President of the College, Chairperson of the Finance Committee, Chairperson of the Legal Affairs Committee, and if deemed necessary one member elected annually by the Board
SECTION 7.6.3 OFFICERS AND MEETINGS
The Chairperson of the Board shall be Chairperson of the Executive Committee and the Vice Chairperson of the Board shall be the Vice Chairperson of the Executive Committee. The Executive Committee shall be convened or called by the Chairperson, the Vice Chairperson, or the President, or at the request of any three members of the Executive Committee. The majority of the members of the Executive Committee shall constitute a quorum. Minutes of its meeting shall be kept and circulated among the members of the Board.
SECTION 7.7 COMMITTEE ON ACADEMIC AFFAIRS I PLANNING
The Committee on Academic Affairs / Planning shall consist of a minimum of eight (8) members and shall be responsible for reviewing and recommending policies related to programs for faculty and students. These policies will be integral to fulfilling the academic mission of the College. The Vice President of Academic Affairs, the Vice President of Institutional Effectiveness and Technology, one (1) faculty member, and one (1) student shall serve on this committee without vote but with voice. The Committee shall consider with the President, the appointment, replacement, promotion and retirement of faculty, and report annually to the Board concerning the same.
SECTION 7.8 COMMITTEE ON PHYSICAL PLANT AND LAND USE
This Committee shall consist of a minimum of five (5) members and shall report at least annually to the Board concerning the condition of the buildings, grounds, and real property of Livingstone College. It shall review proposals and plans for new construction and major renovations on the campus and make recommendations to the Board on improvements, acquisitions, and other dispositions related to the physical aspects of the College and its holdings. It shall review the College Master 'Plan on an ongoing basis to assure appropriate long-term utilization of campus space.
SECTION 7.9 FINANCE COMMITTEE
This Committee shall consist of a minimum of six (6) members and shall hear reports and review all fiscal and budgetary operations of the College and make appropriate recommendations to the Board. This Committee shall supervise and direct the investment of funds belonging to the College, review all contracts fifty thousand dollars ($50,000) or more, and receive and review at least three (3) bids for new construction and major purchases or review design and build plans of a sole source contractor. The Finance Committee will be responsible for providing an annual audit report to the Board. All contracts may be reviewed by the committees on Legal Affairs and Physical Plant and Land Use when deemed necessary and appropriate.
SECTION 7.10 COMMITTEE ON ADVANCEMENT
This Committee shall consist of at least five (5) trustees. The committee shall organize and implement programs to enlist financial support for Livingstone College. It shall maintain a strong on-going program of approaching foundations, corporations, government agencies, and individuals for funds for the College. It shall lend assistance to, and be a clearinghouse for fundraising efforts of alumni and friends of the College. It may establish an advisory council to the Committee on Development and Expansion to widen the scope of its fund raising abilities.
The Committee shall report to the Board on the goals, objectives, programs, procedures, challenges, and evaluate Public Relations activities.
The Committee shall encourage all members of the Board of Trustees to make an annual donation to the College and contribute to all capital campaigns or special fund raising efforts. The Committee shall request Board members to solicit gifts for the College from donors.
SECTION 7.11 COMMITTEE ON STUDENT AFFAIRS/RELIGIOUS LIFE
This Committee shall consist of at least five (5) members and shall report to the Board on the goals, objectives, programs, and procedures, of student services, enrollment management, and campus religious life with a view toward maintaining an effective student development and retention programs for the college.
SECTION 7.12 COMMITTEE ON GOVERNANCE
The Committee shall consist of a minimum of three (3) trustees, in addition to ex officio members, a majority of who are not on the Executive Committee. The committee shall develop and implement a long-range trustee recruitment plan, compile lists of potential new trustees, and screen candidates for Board membership. The committee shall be responsible for the orientation and development of new Board members. The Committee shall plan and implement a Board Retreat. At each annual meeting the Committee shall recommend nominees to fill vacancies on the Board. It shall also nominate persons for the position of trustee emeritus. This Committee will review the effectiveness of trustees whose terms are due to expire before they are nominated for reelection. Trustees who are serving the last year of their elected terms shall not usually be eligible for appointment to this committee. The Committee shall review all questions and make recommendations for removal of a member of the Board of Trustees for cause.
The Committee on Governance shall also advise the Chairperson and the President with regard to frequency, sequence, and format of board and committee meetings, and all other matters pertaining to the effective functioning of the Board of Trustees of Livingstone College.
SECTION 7.13 COMMITTEE ON INTERNAL AUDIT AND LEGAL AFFAIRS
This Committee shall consist of a minimum of five (5) members. The Committee shall have the duty and responsibility of establishing a procedure for monitoring the business affairs of the College. The committee shall insure that the College is in compliance with federal, state and local laws, and will review all legal matters.
SECTION 7.14 COMMITTEE ON HONORARY DEGREES
The Committee on Honorary Degrees shall consist of five (5) members and shall have the duty and responsibility of receiving nominations for candidates for honorary degrees. All nominations for honorary degrees will be received at the September and February board meetings. Committee recommendations will be presented to the full Board of Trustees for action. Members of the Board of Trustees or their family members shall not be eligible to be considered as candidates for honorary degrees until their last year of service on the Board.
SECTION 7.15 COMMITTEE ON INVESTMENTS
Roles and responsibilities of the Committee on Investments is as follows: Effectively establish investment policy and evaluate the investment of the Livingstone College Endowment Funds and Invested Assets (“the Funds”). Additionally, the Committee:
- Sets forth in writing the attitudes, expectations, objectives and policy guidelines in the investment of all asset classes.
- Defines an investment policy structure for managing assets. This structure includes various asset classes, investment management styles, asset allocation and acceptable ranges that, in total, are expected to produce a sufficient and effective level of overall diversification and total investment return over an agreed investment time horizon.
- Develop and advance policies for the investment portfolio in order to measure and control the overall level of risk in the portfolio.
- Establishes formal policies to monitor, evaluate, and compare performance results achieved on institutional assets in all investment classes on an annual basis.
- Will work with the president of the college and administration to ensure effective communication between the Investment Committee, the Livingstone College Board of Trustees, the investment manager, and the fund managers.
- Will work with the president to define by policy, the roles and responsibilities of the administration and the Committee in regard to the college’s investments.
SECTION 8.1 PRESIDENT
The President shall be the Chief Executive Officer of the Corporation, subject to the direction and authority of the Board of Trustees. The President shall have full authority and responsibility for the administration of the college and shall have such duties and authority as are normally incident to the position of chief executive officer of a corporation and such other duties and authority as may be prescribed from time to time by the Board of Trustees or as are provided for elsewhere in these Bylaws.
SECTION 8.2 SELECTION
The President shall be elected by the affirmative vote of not less than two-thirds (2/3) of the members of the Board of Trustees. He or she shall be nominated by a special committee appointed for that purpose. This committee shall be appointed by the Chairperson of the Board and shall be composed of the Chairperson, at least three (3) additional trustees, and such representation by, or consultation as the Board may determine. At least two senior-level employees of the college shall serve as members of the committee.
SECTION 8.3 TENURE
The President shall hold office at the pleasure of the Board of Trustees of Livingstone College. The Board of Trustees shall execute a contract to include, among other things, term, compensation, duties and responsibilities.
SECTION 8.4 COMPENSATION
The Chairperson of the Finance Committee, the Chairperson of the Legal Affairs Committee, the Chairperson of the Committee on Academic Affairs, and the Chairperson of the Board shall act as a compensation committee to establish the salary for the President and to recommend it to the Board for approval.
SECTION 8.5 THE DUTIES OF THE PRESIDENT
- The President shall be the chief executive and educational officer of the College and shall have the duty of implementing the policies of the Board. He or she shall be responsible to the Board. The President shall have all the rights, powers, and duties appertaining to his or her office, including but not limited to those specified in these by-laws. The President shall serve as a non-voting member of the Board and all standing committees of the Board. He or she shall make an annual report to the Board concerning the status of the College and provide such other reports as may be required. The President shall appoint members of the faculty, staff, and administration, fix salaries, and have full authority over personnel matters. He or she shall serve as the executive head of the institution's academic divisions, departments, and all employees.
- The President shall be authorized to execute corporate documents and resolutions as the Chief Executive Officer of the Corporation.
- The President shall be responsible for effective, efficient, and economical administration of educational, fiscal, and physical aspects of Livingstone College, as designated by the Board.
- The President or his/her designee shall set the academic calendar for the College including all events, celebrations, and holidays.
- The President shall hire the administrative officers of the College as he or she deems necessary, who shall perform such duties as he or she may direct and shall serve at his or her pleasure, except that a contract shall be prepared for Senior Administrators and reviewed by the Board. The President is accountable to the Board for the quality of the performance of all employees.
- The President shall preside at all commencements, confer all degrees, and together with the Chairperson of the Board of Trustees, shall sign the diplomas for the same. The President shall make recommendations to the Board for the granting of promotions in rank and tenure.
- The President shall have full authority over the discipline of the College, including the establishment of standards and procedures and imposition of all penalties including suspension and expulsion. The Board of Trustees in its own discretion may review disciplinary actions taken which involve suspension and expulsion and such review may be by committee or by the Board as a whole.
- The President shall be responsible for the preparation of the annual budget of the College, which shall be submitted to the Board in advance of each annual meeting. Except under unforeseeable circumstances beyond his or her control, once the Board has approved the annual operating budget, the President is responsible for its administration and implementation within limitations set by the Board.
- The President shall be the official medium of communication between the Trustees and the faculty and staff and any individual faculty or staff member, and between the Trustees and the student body or any individual student.
SECTION 8.6 DELEGATION OF AUTHORITY
The President may specifically delegate such responsibility, as a matter of routine procedure, to other academic or administrative officers or to agencies created for the purpose.
SECTION 8.7 EVALUATION
The Board of Trustees shall annually evaluate the President. The evaluation shall be evidenced in writing. The evaluation.
SECTION 8.8 REMOVAL
President may be removed for gross misconduct or cause as specified in the terms and conditions of his/her contract by a vote of two-thirds (2/3) of the members of the Board of Trustees.
SECTION 8.9 VACANCY
In case of the vacancy of the Office of President or of the absence of the President or of his or her inability to serve, an Interim President of the College shall be appointed by the Executive Committee of the Board. Final approval of the appointed person shall be approved by two-thirds (2/3) of the members of the Board.
The College shall have a Corporate Seal in such form as may be approved by the Board of Trustees. The Corporate Seal remains in the custody of the Secretary of the Board of Trustees, which will be housed in the office of the President of Livingstone College.
The College shall indemnify and hold harmless each person who shall serve at any time hereafter as a trustee of the College from and against any and all claims and liabilities to which such person shall become subject by reason of his or her having heretofore or hereafter been a trustee or officer of the College, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by him or her as such trustee or officer, and shall reimburse such persons for all legal and other expenses reasonably incurred by him or her in connection with any such claim or liability; provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his or her own negligence or willful misconduct.
The right accruing to any person under the foregoing provisions of this article shall not exclude any other right to which he or she may be lawfully entitled, nor shall anything herein contained restrict the right of the College to indemnify or reimburse such person in any proper case even though not specifically provided for herein. The College, its Trustees, officers, employees, and agents shall be fully protected in taking any action or making any payment under this article or in refusing to do so in reliance upon the advice of counsel.
In administering its affairs, the College shall not discriminate against any person on the basis of race, color, religion, disability, political affiliation, national origin, sex or age.
SECTION 13.1 PROCESS TO AMEND OR REPEAL BYLAWS
These Bylaws may be amended or repealed at any meeting of the Board by the affirmative vote of two-thirds (2/3) of all the members present, provided that a quorum of the Board shall be present and participate in the meeting, and that notice of the nature of any proposed amendment shall have been given at least 30 days in advance of the meeting at which action on such an amendment shall be taken or such notice was waived in writing by each Trustee not notified.
SECTION 13.2 REPEAL OF FORMER BY-LAWS
All former Bylaws are hereby repealed and the Bylaws above set forth shall be effective immediately.