History & Overview of the Board of Trustees

Amended and restated as of February 3, 2024.

ARTICLE I - Name

The name of this corporation is Dickinson College (hereinafter referred to as the “College”). The principal office of the College is located at 28 N. College St., Carlisle, PA 17013, or at such other place as may hereinafter be determined by the Board of Trustees of the College (the “Board”).

ARTICLE II - Board of Trustees

Section 1.  Board of Trustees.

The Board of Trustees shall be the governing body of Dickinson College and shall be vested with the powers and duties set forth in the Charter of the College, in Article II, Section 2 of these Bylaws and conferred by applicable law.

Section 2. Powers and Duties of the Board.

The authority of the Board includes, but is not limited to, the following. All powers not specifically delegated to committees shall remain with the Board.

1. To determine the purposes of the College.
2. To appoint the President of the College, to confirm the President's term of office, scope of authority and employment terms, and to terminate the employment of the President of the College.
3. To appoint an Acting or Interim President of the College where circumstances warrant.
4. To determine policies, procedures and programs of the College relating to Faculty appointment, hiring, promotion, tenure and dismissal.
5. To determine personnel policies and procedures for employees of the College other than Faculty.
6. To approve the annual budget of the College, including tuition and fees. 
7. To monitor periodically and regularly the financial condition of the College, including reviewing the annual financial statements of the College.
8. To determine policies relating to any asset of the College, including, but not limited to, investments and physical plant.
9. To determine and authorize debt financing and to approve means of such financing. 
10. To authorize the construction of new buildings, the capitalization of deferred maintenance and major renovations of existing physical facilities.
11. To authorize any purchase, sale, lease, development or management of any land, buildings or major equipment owned, leased or under the control of the College, except such decisions delegated to the Subcommittee on Real Property of the Executive Committee.
12. To approve any academic or honorary degree awarded by the College on recommendation of the Faculty and the President of the College.
13. To authorize general fundraising goals and programs for the College and to participate actively in strategy development for securing sources of financial support. 
14. To authorize the acceptance of any conditional gifts, donations or bequests to the College.
15. To determine the categories of members of the Board and the number of members of the Board and to elect members of the Board to fill any vacancies in accordance with the Charter of the College, the provisions of these Bylaws and any procedures adopted by the Board in accordance with the Charter and these Bylaws.
16. To determine procedures for assessment of the performance of members of the Board and to undertake regular periodic assessments of the performance of members of the Board.

Section 3. Number of Trustees; Qualifications; Terms.

1. The Board shall consist of a total of not more than forty (40) members and not less than twenty-eight (28) members comprised of the following:
   1. The number of Trustees serving four-year terms (or portions of such terms) as shall be elected by the Board and shall be known as Term Trustees.
   2. Two (2) Young Alumni Trustee members nominated by an on-campus selection committee, and elected in accordance with procedures established by the Board.
   3. The President of the Alumni Council and the immediate past President of the Alumni Council each shall serve ex officio with the right to attend, participate, vote and be counted in determining the quorum of meetings of the Board.
   4. The President of the College shall be an ex officio member of the Board with the right to attend and actively participate, but will not be afforded voting privileges and will not be counted in a quorum when present. The President shall be excused from any meetings at which the President’s performance, salary or benefits, terms of employment, or employment continuation or termination are discussed. The President of the College shall not count towards the maximum number of members.
2. Term Trustees shall serve a term of four (4) years with the first day of service being measured from the beginning of the fiscal year of the College. The Term Trustees shall be divided into four classes so that the terms of approximately one-fourth of those members of the Board shall expire each year. Board members shall serve no more than three consecutive terms. A Board member desiring to serve more than three terms must have at least a one-year absence from the Board prior to re-election as a term trustee. The Board Chairperson and Vice Chairperson are exempted from the term limits requirement for so long as they serve in these respective capacities.
3. One Young Alumni Trustee shall be selected each year from the then senior class of the College and shall serve one two-year term as a member of the Board with the first day of service being measured from the beginning of the fiscal year of the College. The election of any Young Alumni Trustee shall not become effective unless or until the person graduates in the spring semester of the academic year in which s/he is elected. Before any Young Alumni Trustee shall be eligible for service as a Term Trustee, there shall be a break in Board service of at least one year.
4. The President and immediate past President of the Alumni Council each shall serve a two-year term on the Board. Before any President or Past President of the Alumni Council shall be eligible for service as a Term Trustee, there shall be a break in Board service of at least one year.
5. Ex officio members of the Board may only serve so long as they hold the office resulting in their right to serve as ex officio members.
6. No officer or employee of the College, except the President and the Acting President, shall be eligible to serve as a member of the Board.

Section 4. Quorum; Voting.

A majority of the members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. If, during the course of any meeting of the Board, less than a majority of the members of the Board continue to be present, those members in attendance may adjourn the meeting from time to time until a quorum is obtained. 

Section 5. Action by Consent of the Board.

Any action required or permitted to be approved at a meeting of the Board of Trustees or any committee may be approved without a meeting by a consent or consents to the action inscribed on a tangible medium or stored in an electronic or other medium and retrievable in perceivable form. Except as otherwise provided in the Pennsylvania Nonprofit College Law of 1988, the consents must be signed, before, on or after the effective time of the action by all of the Board members in office at the effective time. The consent or consents must be filed with the minutes of the proceedings of the Board.

Section 6. Removal and Declaration of Vacancy.

Any Board member may be removed from the Board by a two-thirds majority vote of the Board at any regular or special meeting of the Board called expressly for that purpose. Any Board member proposed to be removed shall be entitled to reasonable notice and an opportunity to be heard.

Section 7. Filling of Vacancies.

Any vacancy on the Board may be filled by nomination and election at any stated or special meeting of the Board on proper written notice to members of the Board prior to the proposed election of any nominee. Any person elected to fill an unexpired term of an outgoing Board member shall be entitled to stand for election for a full term of Board service once the unexpired term has been completed, notwithstanding any otherwise expressed maximum term of eligibility for Board service.

Section 8. Meetings.

The Chairperson of the Board shall schedule at least three meetings per year of the Board with the last of such meetings in each academic year being designated as the annual meeting of the Board by the Chairperson.

Section 9. Special Meetings.

Special meetings of the Board shall be called by the Chairperson on receipt of written requests of ten (10) current voting members of the Board, each such request stating the specific purpose(s) for which a special meeting is requested.

Section 10. Order of business at Board meetings.

The order of business at any meeting of the Board shall be determined by the Chairperson of the Board.

Section 11. Notice of meetings.

Notice of each regular meeting of the Board shall be provided to each member of the Board in writing at least fifteen (15) days prior to the meeting for which the notice is given; provided, however, that the written schedule of future meetings of the Board shall be sufficient to constitute notice of regular meetings of the Board. Notice of any special meeting of the Board shall be given in writing to each member of the Board not less than twenty-four (24) hours prior to the special meeting. Attendance by a member at a meeting of the Board shall constitute waiver of any notice requirement with respect to that meeting. Waiver of notice of any meeting may be provided by any member of the Board in writing.

Section 12. Place of Meetings; Telephone or Video Conference Meetings.

Participation in a meeting of the Board or a meeting of a Committee of the Board by means of conference telephone, video or similar communications device by means of which all persons participating in the meeting can hear each other shall constitute presence in person at the meeting for purposes of counting a quorum, for purposes of determining any issue of notice and for purposes of conducting business.

Section 13. Compensation

Board members shall not receive any stated salary for their services. By resolution of the Board, Trustees may be reimbursed for expenses associated with attending any regular or special meeting of the Board or for other Board-related activities.

Section 14. Emeriti Trustees.

1. Term Trustees who have rendered exceptional and distinguished service to the college during their term of Board service are eligible for nomination and election to emeriti status not sooner than one year after the date on which the trustee’s term of service ends. Eligibility for emeriti status ordinarily shall require completion of at least two full terms as a Term Trustee. Emeriti trustees shall be nominated and presented to the Board for election pursuant to procedures adopted by the Committee on Governance. 
2. Emeriti Trustees will be invited to participate in one Board meeting or special Board-related event per year. Chair emeriti may attend any Board meetings or special Board-related events. Those deciding to participate in the meeting or event will be accorded full voice and shall be exempt from any count to determine the number of members of the Board or the existence of a quorum. They shall not be entitled to move or vote on any matter proposed for approval.
3. The President of the College will schedule and host an annual conference call or virtual meeting with Emeriti Trustees to provide an update on college matters and provide them with an opportunity to meaningfully engage with the President.
4. The Board Chairperson and the Chair of the Committee on Governance are empowered to ask Emeriti Trustees to engage in specific taskforces, working groups, subcommittees, trainings, symposiums and other works of the Board.

ARTICLE III - Officers

Section 1. Number and Title.

1. The officers of the Board shall be a Chairperson and a Vice Chairperson, each of whom shall be a member of the Board, and a Secretary and Treasurer, neither of whom need be a member of the Board. The Board shall elect such other Board officers as the Board may from time-to-time determine are necessary and appropriate for the discharge of College business, none of whom need be a member of the Board. 
2. The duties of any officer of the Board shall be in general those which ordinarily pertain to their respective offices as well as those specifically designated by the Board or by any provision of these Bylaws.

Section 2. Election; Term of Office.

All officers of the Board shall be elected at the annual meeting of the Board to serve until the next annual meeting.

Section 3. Chairperson and Vice Chairperson.

The Chairperson shall preside at all Board and Executive Committee meetings, have the right to vote on all questions, and otherwise serve as the spokesperson for the Board. The Board Chairperson shall serve as the Chair of the Executive Committee and as an ex officio member of all other Standing Committees of the Board with the right to attend, participate, vote and be counted in determining a quorum when present.

Section 4. President.

The President of the College shall be the chief executive and administrative officer of the College, shall be responsible for general superintendence of the business and professional affairs of the College, including the adoption of rules and regulations for the governance of students and shall perform all functions conferred upon the President by Charter, these Bylaws, actions of the Board or its Executive Committee and applicable statutory authority. The President shall be responsible for keeping members of the Board informed on a regular basis of issues confronting the College. 

The President, acting in consultation with the Chairperson and Vice Chairperson of the Board, shall appoint such other senior administrative officers of the College as shall be determined to be necessary from time-to-time by the Board and may remove any officer.

Section 5. Acting President.

The chief academic officer of the College shall act for the President of the College in the absence of the President, unless otherwise determined by the Board. 

Section 6. Secretary.

The Secretary, who may also be a Vice President, shall be appointed by the President, subject to Board approval. The Secretary serves as a liaison between the Board and the administration and is responsible for supporting the Board and its committees, including notifying Board and committee members of meetings and maintaining minutes and records of Board actions. The Secretary shall also have custody of the corporate seal and affix it to such documents as may require such official recognition.

Section 7. Assistant Secretary.

The Assistant Secretary shall assume the duties of the Secretary when the Secretary is unavailable.

Section 8. Treasurer.

The Vice President for Finance and Administration shall be the chief financial officer and Treasurer of the College. The Vice President for Finance and Administration shall be appointed by the President, subject to Board approval. The Vice President for Finance and Administration shall be responsible for the operating and capital budgets, accounting and auditing, insurance and risk management, and such other financial responsibilities as required by the charter and Bylaws of the College. The Vice President for Finance and Administration reports to the President.

Section 9. Assistant Treasurer.

The Assistant Treasurer shall assume the duties of the Treasurer when the Treasurer is unavailable.

Section 10. Removal.

Any officer may be removed from the Board by a two-thirds majority vote of the Board at any regular or special meeting of the Board called expressly for that purpose.

Section 11. Vacancies.

Any vacancy in any office of the Board shall be filled at the next meeting of the Board, but the Chairperson of the Board shall have the power to name acting officers of the Board (with the exception of the Vice Chairperson of the Board) until such vacancies are filled by the Board. In the event the Chairperson or Vice Chairperson position is the vacancy in question, the outgoing Chairperson shall meet with the Committee on Governance, and they shall collectively recommend a candidate to nominate as the new Chairperson. In the event the Chairperson is vacating the position involuntarily, the Committee on Governance shall make the recommendation exclusive of any input from the outgoing Chairperson. The nomination will be presented to the full Executive Committee for its approval. If the candidate receives majority approval by the Executive Committee, the nominee will be submitted for election to the full Board.

Section 12. Compensation.

The Chairperson and Vice Chairperson shall not receive any salary for their services.

ARTICLE IV - Committees

Section 1. 

The Standing Committees of the College are set forth in this Article IV. The Board shall appoint such other Standing Committees as the Board shall deem necessary and appropriate to serve the needs of the College. The Board may also eliminate any appointed Standing Committee should said committee’s service to the College no longer be necessary or appropriate.

Section 2. Executive Committee.

1. The members of the Executive Committee are the Chairperson of the Board, the Vice Chairperson of the Board, the President of the College (or the Acting President of the College), the Chairperson of each Standing Committee of the Board and up to two additional Term Trustees selected by the Chairperson. The Chairperson may invite Chair Emeriti to attend the meetings of the committee, who will have full voice, but shall be exempt from any count to determine the existence of a quorum and shall not be entitled to move or vote on any matter proposed for approval. The duties of the Executive Committee follow and shall include such other duties as requested from time to time by the Board.
   1.  Authorized to conduct the business of the Board between meetings of the Board as necessary, recognizing that it is the policy of the Board that the Executive Committee cannot make major institutional decisions unless it is impracticable to convene a timely meeting of the Board. The Chairperson of the  Board will advise all members of the  Board promptly of any significant action taken by the Executive Committee.  
   2. Conducts annually a review of the performance of the President, reports to the Board regarding the President's performance and, following receipt of recommendations from the Subcommittee on Executive Compensation, sets presidential compensation, as well as reviews and approves the compensation for the President's direct reports.
   3. Responsible for ensuring inclusivity standards are a priority in all committee work.
   4. Notwithstanding the foregoing, the Executive Committee shall not have the authority to select or terminate the President of the College; select Board members or fill vacancies in the Board; adopt, amend or repeal any of the Bylaws; amend or repeal any resolution of the Board that by its terms is amendable or repealable only by the Board; act on matters committed by the Bylaws or by action of the Board exclusively to another Standing Committee of the Board; buy or sell real estate; or amend the College’s mission, purpose or strategic plan or priorities.
2. Standing subcommittees of the Executive Committee include:
   1. Strategy. The Subcommittee on Strategy works in partnership with the President and other members of the Board and senior leadership in making recommendations to the President and the Board regarding the strategic direction of the institution. It is responsible for approving and evaluating the College’s strategic plan, serves as a resource to Board committees and the Chairperson and Vice Chairperson by making strategic connections across the work of the committees, ensures that all Board committees are guided by the college’s strategic plan, and monitors trends in higher education and how they can be best utilized to advance the strategic initiatives of the College. The Chairperson appoints members of the committee. 
   2. Executive Compensation. The Subcommittee on Executive Compensation reviews annually the compensation of the President of the College and the President’s direct reports and makes recommendations to the Executive Committee. The subcommittee includes the Chairperson of the Board, the Vice Chairperson of the Board, the Chairperson of the Committee on Resources, and such other members of the Executive Committee, as may be appointed annually by the Chairperson of the Board.
   3. Honorary Degrees. The Subcommittee on Honorary Degrees develops a pool of candidates for honorary degrees to be presented annually at Commencement, and occasionally, at other special functions of the College, and recommends to the Board suitable candidates for such degrees. The subcommittee is responsible for soliciting nominations from trustees, faculty and others and for recommending those candidates that best reflect the goals and mission of the College. The Chairperson appoints members of the committee.
   4. Real Property. The Subcommittee on Real Property works in partnership with the President and senior leadership to consider the acquisition, sale or other disposition, mortgage or lease of real property of the College and significant capital or renovation projects. The subcommittee shall be authorized to act on behalf of the Board under circumstances set forth in a resolution of the Board. Subject to limitations set forth by the Board, the subcommittee shall be authorized to empower the President and the Vice President for Finance and Administration to execute and deliver all documents in the name of and on behalf of the College appropriate and necessary to consummate the acquisition or disposition of real estate. The subcommittee membership shall consist of the Chairperson of the Board, who shall serve ex officio without vote, the Chairperson of the Committee on Enterprise Risk Management, the Vice President for Finance and Administration, the Chairperson of the Committee on Resources, and the President of the College, who shall serve as Chair of the subcommittee.

Section 3. Committee on Governance.

The Chairperson of the Board shall appoint at least six (6) and not more than nine (9) members of the Board to serve on this committee. The committee is responsible for matters relating to the function of the Board of Trustees including:

1. Determines the desired Board composition to create a diverse membership.
2. Nominates prospective members of the Board and re-nominates members of the Board for new terms and those to serve as officers.
3. Oversees the Young Alumni Trustee selection process.
4. Conducts regular assessments of the performance of members of the Board in accordance with policies and procedures adopted by the Board and recommends to the Board policies and procedures for selection and evaluation of members of the Board.
5. Develops, recommends and monitors strategies to promote effective Board governance and its system of shared governance, including the review and monitoring of the College’s Bylaws.
6. Initiates a comprehensive review of the performance of the President at least once every five years.
7. Oversees the evaluation by the Board of its own performance and the annual orientation of new members.
8. Oversees the training of committee chairs and vice chairs on Board governance, their roles and responsibilities in developing committee goals and agendas, and prioritizing inclusivity standards in all committee work.

Section 4. Committee on Resources.

1. Provides oversight and recommendations regarding the college’s financial reporting and resources, long-term financial strategy, debt management, physical plant and budgeting to include enrollment, fundraising and human resources.
2. Reviews and recommends financial policies and procedures to the Board, including recommendations for the setting of tuition and fees, the College’s annual budget, new construction and renewal/maintenance of facilities, real estate purchases and divestitures and the issuance of debt.
3. The Human Resource Services subcommittee of the Committee on Resources recommends and monitors the implementation of strategies and policies to enhance the working environment for all College employees.

Section 5. Committee on Investments.

1. Develops, recommends and implements strategies for the prudent management and investment of College assets, including: a) developing and recommending to the Board an investment policy for the endowment and an endowment spending policy consistent with the goals and objectives of the College; b) executing the investment policy of the Board; c) appointing, evaluating and terminating investment managers, consultants and custodians; and d) reporting periodically to the Board the results of the investment program.
2. The Chair or a designee will serve as a member of the Committee on Resources.

Section 6. Committee on Enterprise Risk Management.

1. Oversees and provides insight into financial reporting, the audit function, compliance and risk management.
2. Recommends the appointment of, and compensation for, the independent auditors. The committee oversees the work of the auditors, meets with the auditors periodically and makes recommendations to the Board regarding their performance. The committee also receives, reviews and recommends for approval the reports from the auditors and meets in executive session to review the audit.
3. Evaluates and improves internal controls as recommended by the auditors.
4. Evaluates, monitors and addresses matters of institutional risk and compliance including reputational, legal, regulatory, technology and operational matters. Reviews college-wide policies and institutional handbooks and recommends changes to align with industry best practices.

Section 7. Committee on College Outreach.

1. Responsible for the Board’s activities relating to the College’s relationship and communication with its off-campus constituencies and publics, including alumni and parents of current students and alumni, and prospective students and their families. The committee also shall have responsibility for the Board’s activities relating to the College’s advancement efforts including annual and special fundraising efforts.
2. Reviews best practices and makes recommendations on the College’s brand management, increasing the visibility of the College, and communications to and relationship-building with prospective students and families, alumni, parents, donors, community members and media outlets.
3. Provides insight and develops strategic recommendations to support the College’s enrollment objectives, including admissions and financial aid.
4. Recommends strategies for increasing philanthropic support, including fundraising campaigns, the Annual Fund and volunteer efforts.

Section 8. Committee on Academic and Student Experience.

1. Evaluates and recommends strategies to advance the College’s academic and student life goals including oversight for evaluating the quality of the educational program, confirming the relationship between the College’s charter, Bylaws and mission and the broad contours of its academic program, and enhancing student learning, growth and development inside and outside of the classroom.
2. Provides input and oversight into policies that ensure the physical, mental health and wellness, and spiritual wellbeing of students.
3. Safeguards academic freedom.
4. Ensures the integrity of the tenure and promotion review process.
5. Recommends to the full Board the awarding of degrees.
6. Provides oversight and insight on matters relating to student life and experience at the College, including curricular, co-curricular and extra-curricular programs, athletics, study abroad, advising, internships and career mentoring/planning.

Section 9. Committee Procedure.

1. The Chairperson of the Board shall appoint a Chairperson, Vice Chairperson and such other members of each Standing Committee of the Board including those set forth herein, as well as those the Board shall from time-to-time determine to be necessary and appropriate for the conduct of its business. With the exception of the Executive Committee and Committee on Governance, Standing Committees may include non-members of the Board with full voice but not vote. The number of non-members of such committees shall not equal or exceed the number of committee members who are members of the Board.
2. With the exception of meetings of the Executive Committee, the subcommittees of the Executive Committee, and the Committee on Governance, any member of the Board may attend any committee meeting. Attendance at meetings of the Executive Committee, subcommittees of the Executive Committee, and the Committee on Governance by non-members of said Committees is at the invitation of said Committee only.
3. With the exception of the minutes of the Executive Committee, subcommittees of the Executive Committee, and the Committee on Governance, the minutes of any Standing Committee shall be made available to any Board member upon request of said member to the Secretary.
4. Ex Officio Members of the Board other than the President have the right to attend and participate on committees in accordance with the Bylaws in the same manner and to the same extent as Term Trustees. The President of the College shall have the right to attend, participate, vote and be counted in determining a quorum of any Committee when present. Notwithstanding the foregoing, the President shall be excused from any Committee meetings at which the President’s performance, salary or benefits, terms of employment, or employment continuation or termination are discussed.

Section 10. Ad hoc committees.

The Chairperson of the Board shall have the authority to appoint ad hoc committees, as well as a Chairperson, Vice Chairperson, and such other members of ad hoc committees of the Board, as shall from time-to-time be determined to be necessary and appropriate for the conduct of its business. Ad hoc committees of the Board may include non-members of the Board with voice but not vote, as determined by the Chairperson of the Board in establishing such committees. The number of non-members of such committees shall not equal or exceed the number of committee members who are members of the Board. The Chairperson may also eliminate any ad hoc committee appointed pursuant to this subpart.

ARTICLE V - Indemnification

Section 1. General Policy. 

The College shall indemnify to the maximum extent permitted by Pennsylvania Nonprofit College Law of 1988 any Director, officer, employee or agent, any former Board member, officer, employee or agent, or any person who may have served at its request as a Board member, officer, employee or agent of another College or other enterprise, whether for profit or not for profit, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding (a “Proceeding”) whether civil, criminal, administrative or investigative (other than an action by or in the right of College), to which the person may be or is made a party by reason of being or having been such Board member, officer, employee or agent if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the College and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. However, there shall be no indemnification in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the College unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 2. Use of Corporate Funds.

The College may advance expenses in connection with any proceeding to any such person in accordance with applicable law. The use of funds of the College for indemnification of the persons designated in Section 1 of this Article shall be deemed a proper expense of the College.

ARTICLE VI - Conflicts of Interest

The Board shall adopt a conflicts of interest policy that shall be applicable to trustees, officers, senior administrative officers and such other persons employed by the College as the President of the College may designate as subject to such policy.

ARTICLE VII - The Faculty of the College

Section 1. Composition of the Faculty.

The Faculty shall consist of the President of the College, who shall serve as its presiding officer, the chief academic officer of the College, the Professors, Associate Professors, Assistant Professors, and Instructors, together with such others as may be constituted members by the Board.

Section 2. Powers of the Faculty.

The Faculty, acting in accordance with such policies as are set by the Board, shall have the power to determine requirements for admission, awarding of degrees, courses of study, the times and modes of examinations, the general method of instruction, and to govern the conduct of the students in their curricular and extracurricular activities. The President of the College shall promptly inform the Board of significant changes in such requirements or governance.

Section 3. Appointments to the Faculty.

Appointment to the Faculty, appointment of members of the Faculty to chair academic departments and non-renewals of appointment or termination of appointments shall be made in accordance with such resolutions as may from time to time be adopted by the Board. 

Section 4. Degrees.

The Faculty, subject to the approval of the Board signified by its mandamus, shall have the power to confer degrees in cursu and honoris causa.

ARTICLE VIII - Miscellaneous Provisions

Section 1. Fiscal Year.

The fiscal year of the College begins on July 1st of each year and ends on June 30th of the succeeding year.

Section 2. Books and Records.

The College shall keep an original or duplicate record of the proceedings of the Board, the original or a copy of its Bylaws, including all amendments thereto to date, certified by the secretary of the College. The College shall also keep appropriate, complete and accurate books or records of account. The records provided for herein shall be kept at either the registered office of the College in this Commonwealth, or at its principal place of business wherever situated.

Section 3. Corporate Seal.

The corporate seal shall have inscribed thereon the name of the College and the year of its founding.

Section 4. Checks and Drafts.

All checks or demands for money and notes of the College shall be signed by such officer or officers as the Board of Trustees may, from time to time, designate.

Section 5. Execution of Documents. 

The President or Vice President for Finance and Administration shall have the power to execute and deliver on behalf of and in the name of the College any instrument requiring the signature of an officer of the College, except as otherwise provided in these Bylaws or where the execution and delivery thereof shall be expressly delegated by the Board of Trustees to other officers or agents of the College.

Section 6. Effective Date.

1. All provisions of these Bylaws, not at variance with the Charter of the College, shall become effective at the time of their adoption by the Board. 
2. All provisions hereof at variance with the Charter of the College, if any, shall become effective upon appropriate amendments to the Charter. If an appropriate amendment to the Charter is denied as to any such provision, the remaining provisions shall not be affected thereby, and to this end all the provisions of these Bylaws are declared to be severable.

ARTICLE IX - Amendments

The Bylaws may be amended at any meeting of the Board by a vote of two-thirds of the members present, provided that written notice of any proposed amendment shall have been given to each member of the Board at least fifteen (15) days before action is to be taken.