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Bylaws of Guilford College

Restated: January 22, 2019
Amended: February 22, 2020; May 30, 2020

PREAMBLE

Section 1. Organizational Documents. These Bylaws, together with the Restated Articles of Incorporation of the College, constitute the organizational documents of the College. In the event of a conflict between these Bylaws and the Restated Articles of Incorporation, the Restated Articles of Incorporation shall control.

Section 2. Purpose of Bylaws. These Bylaws provide for the governance of the College by its Board of Trustees (the “Board”), and for the day-to-day management of the College by its President and its other officers.

Section 3. Principles and Processes. The Board and the officers of the College, in the performance of their duties, often draw upon principles and processes that are central to the practice of the Religious Society of Friends. These principles and processes are not merely a part of the heritage of the College; they continue to inform its character. These Bylaws place these principles and processes within the context of the legal framework established by the North Carolina Nonprofit Corporation Act (the “Nonprofit Act”) and other applicable law.

Section 4. Meetings and Actions; Elections. The Nonprofit Act contemplates that the affirmative vote of a majority of those directors present at a meeting at which a quorum is present is the act of the governing body. At any meeting of the Board, the Chair’s declaration of the “sense of the meeting” reflects that those present have reached substantial unity, and that, if a vote were taken, the matter would be decided in accordance with the sense of the meeting as declared by the Chair. Any Trustee who “stands apart” may request that such stance be recorded in the minutes of the meeting, and such stance shall have the legal effect of a dissenting vote for purposes of the Trustee’s fulfillment of fiduciary duties; any Trustee who does not “stand apart” shall be deemed to have assented to the action taken by the Board. When used in these Bylaws, the terms “elect,” “elected” and “election” shall be deemed to refer to the process of choosing by the sense of the meeting.

ARTICLE 1
Board of Trustees

Section 1. General Powers. The governing body of the College is the Board of Trustees, which is composed of the Trustees of the College. The Board shall have and exercise those corporate powers prescribed by law.

Section 2. Number and Qualification. The Board shall consist of no fewer than fifteen and no more than twenty-nine Trustees. The Board shall from time to time set the number of Trustees within that range.

Section 3. Election of Trustees. The Board shall elect Trustees at the annual meeting of the Board and, as the Board determines, at other regular and special meetings of the Board.

Section 4. Term of Office. Each Trustee shall be elected for a term of office of four years, except as otherwise directed by the Board at the time of the Trustee’s election. A Trustee’s term of office shall begin immediately following the meeting at which the Trustee is elected. A Trustee’s term of office shall automatically be extended to accommodate his or her term of office as Chair, as Chair-Elect, or as Vice Chair. Upon the expiration of a Trustee’s term of office, the Trustee shall resign so as to conclude the Trustee’s service, in derogation of the provision under the Act for continued service following the expiration of the term.

Section 5. Term Limits. Trustees are not permitted to serve for more than three consecutive full four-year terms without a break in service; provided, however, that this term limit shall be suspended as necessary to accommodate a Trustee’s term of office as Chair, as Chair-Elect, or as Vice Chair. Following an absence from the Board of at least one year, a Trustee will be eligible to be re-elected for not more than three consecutive full four-year terms, again with renewed eligibility for re-election after at least a one-year absence.

Section 6. Removal. A Trustee may be removed from the Board with cause. In the event that removal is proposed, the standing committee that is vested with such authority shall notify the Chair or the Secretary that the committee recommends removal of a Trustee. The Chair or the Secretary shall send, not fewer than five days before the meeting at which such removal is to be considered, written notice that the committee will present at such meeting a recommendation of removal of a Trustee, which notice shall not identify the Trustee whose removal is proposed or a statement of the cause for such removal. Not fewer than five days before the Board meeting at which such removal is to be considered, the committee shall send to the Trustee whose removal is recommended written notice of the proposed removal and a written statement of the basis for the committee’s recommendation. At such Board meeting, after the committee 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 shall deliberate and act on the matter in the absence of the Trustee whose removal is proposed. If removal is approved, such removal shall be effective immediately unless otherwise specifically provided by the Board in the action approving such removal.

Section 7. Resignation. A Trustee may resign at any time by notifying the Chair or the President in writing. The resignation is effective at the time the notice is received, unless the notice specifies a later effective date.

Section 8. Vacancies. A vacancy among the Trustees may be filled by the Board at any Board meeting.

Section 9. Trustees Emeriti. All persons appointed as Trustees Emeriti are invited to attend and speak freely at meetings of the Board, including committee meetings, except for any meeting that is designated as Executive Session or otherwise addresses confidential matters. Emeritus Trustees are free from any responsibilities of governance they may have held when they served as a Trustee.

Section 10. Honorary Trustee. The Board may appoint any person as it determines to be an Honorary Trustee. The appointment as Honorary Trustee is for a term of three years and shall begin following the meeting when the honor is conferred, except as otherwise directed by the Board. Honorary Trustees are invited to attend and speak freely at meetings of the Board, including committee meetings, except for any meeting that is designated as Executive Session or otherwise addresses confidential matters, and are encouraged to offer their advice as may benefit the Board’s understanding of any matter on the agenda. Honorary Trustees may continue serving the College in special assignments as invited by the President of the College or the Chair of the Board but are free from any responsibilities of governance they may have held as a Trustee.

ARTICLE 2
Board Meetings

Section 1. Annual Meeting; Regular Meetings. The Board shall have no fewer than three regular meetings annually on such dates, at such times, and at such places as the Board shall determine. The annual meeting shall be the first regular meeting after September 1 of each year.

Section 2. Special Meetings. Special meetings may be held at the call of the Chair, the President, or any five Trustees. The Chair or the Secretary shall send written notice of the date, time, and place of each such special meeting to all Trustees, along with a clear statement of the purpose of the meeting, not fewer than five days before the meeting.

Section 3. Executive Session. At any meeting, the Board may convene in executive session. In any executive session, attendance shall be limited to: (1) Trustees, and (2) those individuals in attendance by invitation of the Chair.

Section 4. Minutes. The Board shall keep minutes of its meetings, and the Chair shall designate a secretary of each meeting for this purpose. Minutes of executive sessions shall be sealed except to the extent: (1) disclosure is required by applicable law or legal process, or (2) the Board approves disclosure.

Section 5. Quorum. A quorum for the transaction of business at a Board meeting shall consist of a majority of the Trustees in office immediately before the meeting begins. If a quorum is not present at a meeting of the Board of Trustees, those Trustees who are present may receive and review any reports that do not require Board action, and they may recess the meeting to a time and place announced by the Chair.

Section 6. Procedure. The procedure of seeking a sense of the meeting in the manner used by the Religious Society of Friends shall be observed in conducting the business of the Board. The method of conducting business by the Religious Society of Friends is by the sense of the meeting as declared by the Chair. The Chair shall expend reasonable effort to achieve substantial unity of the Board on each action considered. When substantial unity has been achieved, the Chair shall declare and describe the sense of the meeting and the action taken by the Board.

Section 7. Action without Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if the action is taken by all Trustees then in office. The action shall be evidenced by one or more written consents signed by each Trustee before or after such action, describing the action taken, and included in the minutes reflecting the action taken. Action taken is effective when the last Trustee signs the consent, unless the consent specifies a different effective date.

Section 8. Participation in Meeting. Any or all Trustees may participate in a regular or special Board meeting through the use of any means of communication by which all Trustees participating may simultaneously communicate with each other during the meeting. A Trustee participating in a meeting by this means is deemed to be present in person during the meeting.

ARTICLE 3
Committees

Section 1. Committees. Except as limited by Section 7 of this Article, the Board may, by means of an action approved by at least a majority of all the Trustees in office when such action is taken, create one or more standing or special committees for any purpose and delegate to such committees any of the powers and authorities of the Board. Each such committee shall consist of two or more Trustees, and membership on each such committee shall be limited to Trustees. Such committees shall have the power to act only in intervals between meetings of the Board and shall at all times be subject to the control of the Board. The chair and members of each standing and any special committee shall be elected and may be removed by action of the Board; provided, that the Chair shall serve ex officio as the chair of the Executive Committee; and, provided further, that the Chair shall be an ex-officio voting member of each standing committee; and, provided further, that the President shall be an ex-officio non-voting member of each standing committee, and the President shall not be counted toward quorum for any standing committee. The chair of each standing committee shall report regularly to the Board.

Section 2. Term of Office. Except as provided in Section 3, below, the elected chair and the elected members of each standing committee shall be elected at the annual meeting of the Board from a slate of candidates presented by the committee that is vested with such authority at least two weeks prior to the annual meeting of the Board. The elected chair and the elected members of each standing committee shall serve for a term of one (1) year commencing at the adjournment of the annual meeting at which such chair or member is elected, or until such committee is sooner terminated or such person is removed, resigns, or otherwise ceases to qualify as a chair or a member, as the case may be, of the committee. Chairs and members of special committees shall serve for the life of the committee unless they are sooner removed, resign, or cease to qualify as a chair or member, as the case may be, of such committee.

Section 3. Vacancies. Vacancies on any committee may be filled for the unexpired portion of the term in the same manner as provided in the case of original election.

Section 4. Meetings; Quorum. Each committee shall meet as often as necessary to perform its duties at such times and places as directed by its chair, by the Chair, or by the Board. A majority of the members of the committee shall constitute a quorum of the committee. For all standing and special committees, the act of a majority of the members present at a meeting at which a quorum is present is the act of the committee. Each committee shall keep minutes of its meetings, with the chair of the committee designating a secretary of each meeting for this purpose, and each committee shall make periodic reports and recommendations to the Board. If a quorum is not present at a meeting of a committee, those members who are present may receive and review any reports that do not require committee action, and they may recess the meeting to a time and place announced by the chair of the committee.

Section 5. Participation in Meeting. Any one or more members of a committee may participate in a meeting of the committee through the use of any means of communication by which all members of the committee participating may simultaneously communicate with each other during the meeting. A member of the committee participating in a meeting by this means is deemed to be present in person during the meeting.

Section 6. Expenditures. Any expenditures of College funds by a committee other than the Executive Committee shall require prior approval of the Board. The proposed expenditure shall be deemed to have received the prior approval of the Board if and to the extent that it is included in the operating budget for the then current fiscal year.

Section 7. Limitations on Delegation. Notwithstanding any statement to the contrary in any Board policy or in any Board action creating a committee or delegating authority to a committee, the Board reserves unto the Board and does not and shall not delegate to any committee any of the following powers: (a) to authorize distributions; (b) to approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the College’s assets; (c) to elect, appoint or remove Trustees, or fill vacancies on the Board or on any committees of the Board; (d) to adopt, amend or repeal the Articles of Incorporation or these Bylaws; or (e) to elect or remove the President.

ARTICLE 4
Officers

Section 1. Titles; Qualifications. The officers of the College shall include: (a) a Chair and one or more Vice Chairs, each of whom shall be Trustees; (b) a Secretary and a Treasurer, each of whom may or may not be a Trustee; (c) such Assistant Secretaries and Assistant Treasurers, each of whom may or may not be a Trustee, as may be elected from time to time by the Board; and (d) a President, a Chief Financial Officer, and such Vice Presidents as the President determines, each of whom shall not be a Trustee.

Section 2. Election; Term. At the annual meeting, the Board shall elect a Chair, one or more Vice Chairs, a Secretary, a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board may choose, each for a term of one year.

Section 3. Removal. The Board may remove any officer at any time with or without cause. The President may remove at any time, with or without cause, and with or without the consent or approval of the Board, the Chief Financial Officer or any Vice President. An officer’s removal does not affect the individual’s contract rights, if any, with the College.

Section 4. Resignation. Any officer may resign at any time by notifying the Chair or the President in writing. The resignation is effective at the time the notice is received, unless the notice specifies a later effective date. An officer’s resignation does not affect the College’s contract rights, if any, with the individual.

Section 5. Vacancies. The Board may fill vacancies among the Chair, the Vice Chair, the Secretary, the Treasurer, the Assistant Secretaries, the Assistant Treasurers, and the President. The President may fill vacancies among the Chief Financial Officer and the Vice Presidents.

Section 6. Chair. The Chair shall preside at all Board and Executive Committee meetings, and shall have the right to participate and the right to express an opinion on all questions. The Chair shall nominate committee chairs and vice-chairs, shall nominate the members of all committees with the exception of the Executive Committee, and shall serve as spokesperson for the Board. The Chair shall also serve as an ex officio member of all standing committees, and shall have such other duties as the Board may prescribe from time to time. The Chair is ordinarily expected to serve not more than four successive one-year terms.

Section 7. Vice Chairs. In the absence of the Chair, a Vice Chair shall perform the duties of the office of the Chair, including presiding at Board and Executive Committee meetings. Should there be more than one Vice Chair, these duties shall be divided among the Vice Chairs as the Board determines. A Vice Chair may or may not be designated as Chair-Elect to succeed the Chair when a vacancy occurs, as the Board determines.

Section 8. Secretary. The Secretary shall see to it that all minutes of meetings of the Board and of the Executive Committee are accurate and are promptly distributed to all Trustees, and that Board policies and other official records are properly maintained. The Secretary shall sign and affix the corporate seal to diplomas and to all other official papers authorized by or issued by the authority of the Board. The Secretary or an Assistant Secretary shall have custody of the corporate seal and shall attest to all documents requiring a seal.

Section 9. Treasurer. The Treasurer shall be authorized to sign College checks and to oversee the handling of College assets as directed by the Board.

Section 10. Chair-Elect. The Board may designate from among the Trustees a Chair-Elect, who shall perform such duties as may be established by the Board from time to time. Upon a vacancy in the office of the Chair, the Chair-Elect shall be nominated for election to the office of the Chair; provided, however, that there may be additional nominees; and provided, further, that the Chair shall not take office until and unless elected to that position by the Board.

Section 11. President. The President serves at the pleasure of the Board for such term, compensation, and with such other terms of employment as the Board shall determine. The President shall be the College’s chief executive officer and the chief adviser to and executive agent of the Board. The President’s authority includes responsibilities for all College educational and managerial affairs. The President is responsible for: leading the College; implementing all Board policies; keeping the Board informed; consulting with the Board in a timely manner on matters appropriate to the Board’s policy-making and fiduciary functions; selecting, and establishing the terms of employment of, the Chief Financial Officer and Vice Presidents of the College; recommending promotion and tenure of members of the faculty; recommending the annual budget and the strategic plan; serving as the College’s key spokesperson; and discharging such other duties as may be assigned to the President by the Board. The President shall sign any contracts or other instruments authorized to be executed by or on behalf of the College, with authorization to be determined in accordance with a signatory and disbursement policy approved by the Board. The President shall attend meetings of the Board and may attend meetings of all standing committees.

Section 12. Vice Presidents. The Vice Presidents shall serve for such terms and have such authority and responsibilities as the President shall determine. In the absence or disability of the President, the Board shall determine which Vice President or other individual shall perform the President’s duties.

Section 13. Chief Financial Officer. The Chief Financial Officer is the chief financial officer of the College. The Chief Financial Officer will have general supervision of the finances, property, and business of the College. The Chief Financial Officer will be the principal advisor to the President on financial matters.

ARTICLE 5
Faculty, Students, and Degrees

Section 1. Faculty; Relationship with Board. The faculty of the College shall consist of the President of the College, the chief academic officer of the College, the officers of administration who also hold faculty rank, the professional librarians, and the teachers as follows: professor, associate professor, assistant professor, and instructor. All decisions regarding tenure shall be made by the Board after having received the recommendation of the President and the recommendation of the committee that is vested with such authority.

Section 2. Faculty Responsibilities and Procedure. The faculty shall meet regularly during the academic year, and the faculty shall appoint a secretary or recorder who shall keep a record of their proceedings. The faculty shall make such rules of procedure and provide for such committees as may be required. The faculty shall prescribe guidelines related to instruction. The faculty through appropriate committees shall investigate all cases of misconduct of students related to academic matters and through the President and the chief academic officer of the College shall administer such discipline as the circumstances require.

Section 3. College Handbooks. The Employee Handbook relates to the College’s employment of faculty, administration, and staff. The Employee Handbook shall be approved by the President, provided that changes in the terms of contracts with members of the faculty or in the granting of tenure shall be approved by both the President and the Board. The President, with the assistance of the other officers of the College, shall prepare a Faculty Handbook, which shall relate to academic matters not addressed in the Employee Handbook. The relationship between the faculty and the Board, including all matters with respect to the establishment of tenure for any member of the faculty, shall be governed by the rules and policies set forth in the Faculty Handbook. The chief student affairs officer of the College, in consultation with students at the College, shall prepare a Student Handbook relating to student life, which handbook shall be approved by the President.

Section 4. Degrees. Degrees authorized by the College shall be granted at Commencement or public convocation to persons who have satisfactorily completed academic requirements for degrees. Degrees shall be conferred by the President.

ARTICLE 6
Indemnification

Section 1. Indemnification. The College shall indemnify its Trustees, officers, and others, in accordance with applicable law and as stated in writing in one or more Board policies.

ARTICLE 7
Miscellaneous Provisions

Section 1. Precedence. In the event of a conflict between or among the provisions of any of the following, they shall be accorded precedence in the order listed here: (1) applicable law; (2) the Restated Articles of Incorporation; (3) these Bylaws; (4) a policy of the Board; (5) a specific action of the Board; (6) a practice of the Board evidenced in minutes of Board meetings.

Section 2. Notice. Whenever these Bylaws require “notice” or “written notice,” such notice shall be transmitted to the addressee’s address of record via any usual means of communication, including email, electronic text, telecopy, mail, or personal delivery. The effective date of such notice shall be determined in accordance with the applicable provisions of the Nonprofit Act.

Section 3. Waiver of Notice. Any person entitled to receive notice by applicable law or in accordance with these Bylaws may waive the notice by signing a written waiver, whether before or after the effective date of the waiver. A Trustee’s attendance or participation in a meeting waives any required notice of the meeting, unless the Trustee at the beginning of the meeting (or promptly upon the Trustee’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter assent to action taken at the meeting.

Section 4. Communications and Signatures in Electronic Form. Any reference in these Bylaws to “written” or “in writing” shall be deemed to include a communication in electronic form delivered by electronic means in accordance with the North Carolina Uniform Electronic Transactions Act. Any reference in these Bylaws to “sign” or “signature” shall be deemed to include an electronic signature in accordance with the North Carolina Uniform Electronic Transactions Act. Any action or transaction contemplated under or subject to the provisions of these Bylaws may be conducted by electronic means.

Section 5. Fiscal Year. The fiscal year of the College shall be the twelve-month period ending on May 31 of each year.

Section 6. Amendments to Bylaws. These Bylaws may be amended at any Board meeting by the action of at least a majority of the Trustees in office immediately preceding such action, provided that written notice of such meeting is sent to all Trustees not fewer than five days before the meeting. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider an amendment to these Bylaws, and shall contain a copy or summary of the amendment or shall state the general nature of the amendment.