Fill and Sign the Role of the Student Personnel Educator in Promoting the Form

BY-LAWS OF _________________ ARTICLE I. STATEMENT OF PURPOSE ______________, an institution related to the _________________, is a coeducational, four-year, liberal arts College. _____________ offers, in a Christian environment, a liberal art s program which encourages a breadth of vision and self-discipline, and has as its aim the ma ximum potential development of each student intellectually, spiritually, culturally, and physically. As a Christian institution, the College accepts the Bible as the Word of God and expects the faculty, individually and collectively, in classroom and private life, to be governed by its precepts. ARTICLE II. BOARD OF TRUSTEES SECTION 1. Meetings. Regular Meetings of the Board of Trustees shall be held in April and October of each year. Special Meetings may be held at other times upon the call of the Chairman of the Board, the Executive Committee, or the President of the Colle ge. Notice of all Regular Meetings shall be mailed to each member of the Board at least fi ve (5) days prior to the date of such meeting. The call for a Special Meeting shall state the nat ure of the business to be considered and shall be mailed at least five (5) days before the day on which the meeting is to be held. Notice of a Regular or Special Meeting shall be deemed to be delivered whe n deposited in the United States mail addressed to the Trustee with postage thereon prepaid. Such ca ll or notice of Regular Meetings may be waived by Resolution of the Board of Trustees. All meetings of the -2- Board of Trustees shall be held at ______________ in _________, ___, unless otherwise directed by the Board of Trustees. SECTION 2. Expenses. Expenses of members of the Board attending Regular Meetings, Special Meetings, or Committee Meetings, shall be reimbursed by the College at the rate per mile in general usage among institutions of higher learning, if traveling by automobile, and for actual expenses by public conveyance, plus any other necessary expenses incurred such as lodging and meals. SECTION 3. Membership. A. _______________, a Mississippi non-profit corporation, shall have no members, and all corporate powers shall be vested in and exercised by the Board of Trustees of the College, and/or the committees and officers as established or authorized by the Board of Trustees, except as otherwise expressly provided by law or by the Charter of Incorporation or by these By-Laws. B. The Board of Trustees of ______________ shall consist of not less than three (3) nor more than thirty-six (36) members of whom one-third (1/3) shall be elected each year by the Board of Trustees to serve for terms of three (3) years. Trustees shall be eligible for re-election for three (3) consecutive three-year terms. A Trustee who has served three (3) consecutive three-year terms shall not be eligible for re-election until three (3) years have expired since the end of sai d Trustee's last term of office; provided, however, that Trustees serving as of ____________, ___, shall be eligible for re-election for three (3) additional consecutive three-year terms regardless of past service on the Board. Each Trustee -3- shall hold office until his successor enters upon his duties. Persons elected to fill a vacancy shall fill the unexpired term of the office to which they succeed. C. All vacancies on the Board of Trustees shall be filled at any Regular or Special Meeting of the Board as soon as conveniently possible by the election to the Board of a person selected by the majority of the remaining members of the Board as constituted from time to time. D. The Board shall elect its Trustees as follows: At least fifty- five (55%) of the Trustees from the supporting Synods, Presbyteries and Presbyterian congregations, and Christian business and Christian professional leaders from the community. The remaining Trustees shall be elected at large. E. A retiring or retired member of the Board of Trustees who has served with distinction for a minimum aggregate of fifteen (15) years will be eligible for selection as a Trustee Emeritus, upon nomination by a majority vote of the Board. With the exception of voting rights, the Trustee Emeritus will have all the privileges of an active Trustee. F. The Board may enter into covenant relationships with Presbyterian bodies. The covenant relationship should contain this covenant among others: That the (church body) pledges its spiritual and financial support to the College and further pledge to encourage all of its constituents to support whole-heartedly _________, both spiritually and financially, and by promoting the attendance of its young people as students. -4- The annual report of ________________ to bodies with whom it has a covenant relationship shall include the names of Board members belonging to the denomination of which such body is a part. SECTION 4. Quorum. The presence in person of not less than Fifty Percent (50%) of the Trustees of the Board then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, but a smaller number may adjourn any meeting to later date , and at least one day's notice of such adjournment date shall be given to each member of the B oard who was not present at such meeting. SECTION 5. Rules of Order. General parliamentary rules, as modified by rules and regulations of the Board, shall be observed in conducting the business of the Board. SECTION 6. Duties of the Board. It shall be the responsibility of the Board: A. To determine the policies of the College. B. To devise ways and means of promoting the welfare of the institution. C. To elect the President of the College. D. To supervise the administration and the business management of the institution, and to require an accurate accounting of all funds handled by the administration. E. To provide for the handling and investment of all endowment and permanent funds. F. To adopt an annual budget and to have an audit made of the financial affairs of the institution. -5- G. To make an annual report to Presbyterian bodies in covenant relationship with the College. SECTION 7. Order of Business. The following shall be the order of business at each meeting of the Board, but the rules of order may be suspended and any matter considered or postponed by action of the Board: A. Call to Order -- Prayer. B. Roll Call. C. Consideration of minutes of last Regular Meeting and any Special Meetings held subsequently, and minutes of meetings of the Executive Committee, and their approval or amendment. D. Report of the President. E. Reports of Standing Committees. F. Reports of Special Committees. G. Unfinished Business. H. New Business. I. Petitions and Communications. ARTICLE III. COLLEGE FISCAL YEAR The College fiscal year shall begin and end . ARTICLE IV. OFFICERS -6- SECTION 1. The Board shall elect from its membership at its Regular April Meeting the following officers to serve for terms of three (3) years each, and to be eligible for re-elec tion for one (1) additional term of three (3) years, or until their successors shall have been ele cted and shall have qualified: a Chairman, Vice-Chairman and Secretary. In the event of a failure for any reason to elect any or all of said officers, or in c ase any vacancy occurs in said offices from any cause, an election may be held at any Speci al Meeting, a majority of all of the Trustees being present and notice of such election having bee n given in the notice of the call for the meeting, or at any Regular Meeting. SECTION 2. Duties of Chairman. The Chairman of the Board shall preside at the meetings of the Board and shall discharge the duties which ordinarily pertain to the offi ce. He shall execute, with the Secretary attesting, contracts and instruments authorize d or issued by authority of the Board requiring his signature. SECTION 3. Duties of Vice-Chairman. The Vice-Chairman of the Board in the absence or disability of the Chairman shall perform all the duties of the Chairman of the Board. In the absence or disability of the Chairman and Vice-Chairman of the Board, the Chairman of the Business Affairs Committee shall act as Chairman of the Board. SECTION 4. Duties of Secretary. The Secretary shall perform the usual duties pertaining to this office. He shall keep full and true minutes of all meetings of the Board and of such Special Meetings as shall be requested of him. He shall see to the keeping of, and shall re ceive minutes of, all meetings of all Standing Committees of the Board and shall be the custodi an of all documents committed to his care. -7- He shall transmit promptly to each Trustee a copy of the minutes of the meetings of the Board, and notify all persons concerned, of the actions taken by the Board with respect to appointments, promotions, terms of service, and appropriations for their work and of any other matter. He shall see that all bonds required by officers and employees of the College for the faithful performance of their duties are filed properly at the College. SECTION 5. Bonding of Officers and Employees. The Senior Business Administrator, or otherwise designated chief financial officer, shall file with the Secretary of the Board of Trustees a bond conditioned to require the faithful performance of his duties, which bond shall be conditioned according to law and in such sum as may be fixed by the Board. Said bond shall be by a surety company duly qualified to do business in the State of Mississippi, and the premiums and expenses of said bond shall be paid by the College. All employees of the College who handle cash funds, other than petty cash items, shall give bond for the faithful performance of their duties (unless by the unanimous action of the B oard the giving of bond is waived) in such amount as may be determined by the Business Affairs Committee. SECTION 6. Further Financial Regulations. The Board of Trustees may, from time to time, promulgate regulations and instructions concerning the duties of the chief financial officer, access to securities held by the College, receipt of funds, supervision and keeping of ac counts, examination of accounts and methods of signing checks or vouchers on endowment funds, operating funds, building funds, current funds and funds for special purposes. ARTICLE V. COMMITTEES OF THE BOARD -8- SECTION 1. Standing Committees. There shall be four (4) Standing Committees of the Board of Trustees, namely: A. The Executive Committee. B. The Academic, Student Affairs and Christian Life Committee. C. The Business Affairs Committee. D. The Development Committee. SECTION 2. Appointment of Committees. The Standing Committees of the Board of Trustees, other than the Executive Committee, shall be appointed by the Chairma n of the Board, with the concurrence of the Board of Trustees, and the appointment shall be made on a n annual basis at the April meeting of the Board of Trustees, with committee appointme nt to coincide with the fiscal year of the College. In making the appointment of said committee men, the Chairman of the Board shall designate a Chairman and a Vice-Chairman of each committ ee, except the Executive Committee, of which the Chairman of the Board shall be Chairman, unle ss he finds it inconvenient for him to act, in which event the committee shall elect it s own Chairman for such term as is requested by the Chairman of the Board of Trustees. SECTION 3. Duties of Executive Committee. The Executive Committee shall be composed of the elected officers of the Board and the Chairmen of the remaining Sta nding Committees. The Chairman of the Board of Trustees shall be the Chairman of the Executive Committee. The retiring Chairman of the Board shall be an ex officio member of the Executive Committee. The Executive Committee shall meet in February, May, July, and Sept ember of each year, and at such other times as needed upon call of the Chairman. The Execut ive Committee shall arrange for the execution of orders and resolutions not otherwise specifically provided for by -9- the Board of Trustees. Between meetings of the Board, and, in accordance with the general policy of the Board, it shall have the care and direction of matters pertaining to t he welfare of the College, and especially shall discharge such duties as the Board may assign to it from time to time. It shall make a formal report of its actions to the Board at its next Regular Meeting and shall cause to be kept an accurate record of its proceedings which shall be subject to review by the Board. SECTION 4. Duties of the Academic, Student Affairs, and Christian Life Committee. It shall be the duty of this committee to evaluate the system of instruction, educat ional effectiveness, management, and all other matters pertaining to the educational objecti ves of the College, and to report and make recommendations thereon to the Board. It shall also be the duty of this committee to evaluate the system of student discipline, rules and regulations governing student conduct on campus, and athletic programs and events, and to recommend to the Board any changes de emed necessary. In addition, it shall be the duty of this committee to review Christian life on campus including chapel and other religious programs and events. SECTION 5. Duties of the Business Affairs Committee. The Business Affairs Committee has the duty and responsibility of reviewing annual budget recommendations of the President, and submitting to the Board of Trustees no later than the April meet ing a budget for the upcoming fiscal year of the institution. The budget submitted shall include an itemi zed statement of the probable income of the College available for its expenses, the source from which the income is to be derived, and an itemized list of the estimated expenses for a ll programs and operations of the College. The committee shall exercise supervision over the care and control of all buildings, grounds, and equipment of the College. The committee shall investigate the need for -10- new buildings and shall report to the Board, recommending needed construction, suitable sites and architects. It shall be responsible for supervising the construction of new buildings as the Board may determine necessary, call for bids, and recommend to the Board for approval necessary contractors. The committee shall see that the buildings and property, both real and personal, of the College, wherever located, are adequately and properly insured against such hazards as the committee deems desirable, and that the premiums thereof are paid as and when due . The committee has the responsibility for overseeing the College Retirement Plan, Group L ife Insurance, Medical and Hospitalization Insurance, Disability and Liability Insurance affe cting faculty, staff, and students, and to make recommendations to the Board of Trustees relative to such changes in insurance and such changes in underwriting companies as may be desirable. The committee shall have full power and authority to hold, invest, reinvest and collect endowment and other funds and contributions of real and personal property, in whatever shape or form, and is hereby designated as the agent of ______________, with full power and authority, on payment thereof, to cancel Deeds of Trust securing indebtednesses to _______________, which constitute a part of endowment or other trust funds, and also to act for and on behalf of ______________as owner or beneficiary in any and all instruments, and in cancellation in whole or in part thereof. In order to more efficiently perform its many duties the committee shall consist of the following subcommittees, namely: A. Budget and Audit; B. Buildings and Grounds; C. Insurance; D. Investments; and -11- E. Any other subcommittees deemed necessary or desirable. SECTION 6. Duties of the Development Committee. The Development Committee shall prepare and submit to the Board, as amended from time to time, a plan for the l ong-range physical and financial development of the College, with particular emphasis upon the establi shment, maintenance, creation and collection of endowment funds, building funds and other specia l funds, including the dissemination of information to the general public and supporting Synods, Presbyteries, Churches, and other organizations of the needs, goals and programs of the College, and the encouragement of liberality of giving to the causes of the College. SECTION 7. Personnel of Committees. Each committee appointed as aforesaid shall consist of not less than three (3) members of the Board, and, in addition, the Chairman of the Board and the President of the College as ex officio (nonvoting) members, provided, however, that in addition to the foregoing, the chief financial officer of the College shall a lso be an ex officio (nonvoting) member of the Business Affairs Committee. SECTION 8. Quorum of Committees. A majority of the appointed members of the foregoing committees or subcommittees shall constitute a quorum of the committee or subcommittee as the case may be. All committee or subcommittee meetings, unless otherwise provided, shall be held at the College unless the notice designates otherwise, which notice shall also designate the time of such meetings. SECTION 9. Minutes of Committees. A record of the actions of each committee shall be kept by a member of the committee appointed by its Chairman and shall be available to the Board. ARTICLE VI. PRESIDENT OF THE COLLEGE -12- SECTION 1. The President of the College shall be elected by the Board of Trustees for a term of office fixed by the Board. The President shall be the chief executive head of all departments of the College, exercising such supervision and direction as will promote the ir efficiency. He shall preside at the meetings of the faculty, or appoint someone in his stead, and shall be the official medium of communication between the faculty, staff and st udents, and the Board of Trustees. He shall report to the Board of Trustees through the Academic Affairs Committee all promotions and appointments for the faculty. He shall report to the Board of Trustees through the Executive Committee all the promotions and appointments for the administration and staff. He shall, under the Board of Trustees, have charge of, and control ove r, the College, its policies, officers, faculty and staff, curriculum, students, and the management and direction of the business of the College. The President shall be authorized to execute any and all documents as specifica lly authorized by the Board. SECTION 2. Acting President. In the event the office of the President of the College becomes vacant or the President becomes unable to serve, the Board may appoint an Act ing President of the College. ARTICLE VII. REPEAL AND AMENDMENTS SECTION 1. Prior By-Laws Repealed. All prior and former By-Laws and amendments thereto of the Board of Trustees of_____________are hereby repealed. SECTION 2. Amendments. The By-Laws may be amended by action of a majority vote of the Board of Trustees then in office at any Regular of Special Meeting, provided that if any such amendment is to be considered at a Special Meeting, the substance thereof sha ll be stated in the notice or waiver of notice of such meeting. -13- ARTICLE VIII. INDEMNIFICATION SECTION 1. To the extent not prohibited by applicable law, each Trustee and officer of ____________ now or hereafter serving as such, shall be indemnified by the College against any and all claims and liabilities to which he has or shall become subject by reason of serving or having served as such Trustee or officer, or by reason of any action alleged to have been take n, omitted, or neglected by him as such Trustee or officer; and the College shall rei mburse each such person for all legal expenses reasonably incurred by him in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimburse d for any expenses incurred in connection with, any claim or liability arising out of his own willful misconduct or gross negligence. SECTION 2. The amount paid to any officer or Trustee by way of indemnification shall not exceed his actual, reasonable, and necessary expenses incurred in connection with t he matter involved. SECTION 3. The right of indemnification hereinabove provided for shall not be exclusive of any rights to which any Trustee or officer of the College may otherwise be e ntitled by law. * * * * * The foregoing By-Laws of __________________, containing Articles I through VIII, are hereby certified to be a true copy of the By-Laws adopted by the Board of Trustees of _______________, effective as of the _____ day of __________, 20__. -14- Secretary