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Article I
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The Institution
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Section 1.
Definition
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Ithaca College was founded in 1892 as the Ithaca Conservatory of
Music. It was incorporated in 1897 as a stock company, received
an absolute charter from the State of New York as an educational
institution for the teaching of music, elocution and allied arts,
and was registered by the Regents of the University of the State
of New York on September 22, 1910, as giving approved instruction.
The charter was amended by the Regents of the University of the
State of New York on April 25, 1925; changing the name to the Ithaca
Conservatory and Affiliated Schools and granting the privilege of
conferring the bachelor's degree in music, oral English, and physical
education. The charter and stock company were dissolved on January
21, 1926, and a new charter for a non-stock educational institution
was granted by the Regents of the University of the State of New
York with the same degree-conferring privileges. This charter was
amended on March 19, 1931, changing the name to Ithaca College and
granting the privilege of conferring the degree of bachelor of science
with majors in music, oral English, physical education, and fine
arts. This charter was further amended on February 19, 1943, granting
the privilege of conferring the following degrees in course: bachelor
of music, bachelor of science, bachelor of fine arts, master of
science, master of fine arts, master of music, and in addition,
the honorary degrees of doctor of fine arts and doctor of music.
The charter was amended again on September 14-15, 1950, so that
the College could provide, in addition to the instruction already
authorized, instruction in the liberal arts and grant the additional
degrees of bachelor of arts and associate in applied sciences in
course, and the honorary degree of doctor of laws. On May 24, 1957,
an amendment to the charter was granted so that the College might
confer another honorary degree, that of doctor of commercial science.
On April 25, 1958, the charter was amended authorizing the conferring
of the honorary degree of doctor of letters. Again, on October 27,
1972, the charter was amended to increase the maximum number of
trustees to 30, provided that the maximum number not exceed 25 after
October 31, 1977. On January 17, 1984, the charter was amended to
increase the maximum number of trustees to 28.
On September 23, 1994, the charter was amended to cover tax exempt
status of the College and provisions dealing with the Internal Revenue
Code as well as distribution of assets should the College face a
dissolution. On February 8, 2000, the charter was amended to grant
the privilege of conferring the degree of master of business administration.
On December 17, 2004, the charter was amended to grant the privilege
of conferring the degree of doctor of physical therapy. On February
8, 2005, the charter was amended to increase the maximum number
of trustees from twenty-eight to thirty-five. On April 25, 2006,
the charter was amended to grant the privilege of conferring the
degree of master of arts in teaching (M.A.T.).
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Section 2.
Schools, Divisions,
and Departments
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The School of Humanities and Sciences, the School
of Health Sciences and Human Performance, the School of Music, the
School of Business, the Roy H. Park School of Communications, the
Division of Graduate Studies and Continuing Education, and the Division
of Interdisciplinary and International Studies comprise the major
academic units of the College, and may include such departmental
organizations as deemed desirable for the effective implementation
of the various curricula. The present organization of the academic
programs may be revised upon approval of the board of trustees.
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Article II
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Board Authority and Responsibilities
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Section 1.
Authority
Control
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Subject to the charter of the College and the laws of the state,
the board of trustees shall have ultimate authority over the College,
the departments thereof, its funds and its operations. The board
shall appoint a president as chief executive officer of the College.
These bylaws and other board policy statements shall take precedence
over all other institutional statements, documents, and policies.
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Section 2.
Responsibilities
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The Board of Trustees shall have the authority to carry out all
lawful functions that are permitted by these bylaws or by the charter
of Ithaca College. This authority shall include but shall not be
limited to these illustrative functions:
- Determine and periodically review the mission and purposes
of the College.
- Appoint the president, who shall be chief executive officer
of the College, set appropriate conditions of employment, including
compensation, and assess the president's performance.
- Review and approve proposed changes in the academic programs
and other major enterprises of the College consistent with the
mission, plans, and financial resources of the College.
- Approve institutional policies that bear on faculty appointment,
promotion, tenure, and dismissal as well as legally mandated policies
for other categories of employees.
- Approve the annual budget and annual tuition and fees, regularly
monitor the financial condition of the College, and establish
policy guidelines that affect all institutional assets including
investments and the physical plant.
- Contribute financially to the fund-raising goals of the College,
participate actively in strategies and in securing sources of
support, and authorize College officers to accept gifts or bequests
subject to board policy guidelines.
- Authorize any need for debt financing and approve the securing
of loans.
- Authorize the construction of new buildings, capitalization
of deferred maintenance backlogs, and major renovations of existing
buildings.
- Authorize the purchase, sale, and management of all land, buildings,
or major equipment.
- Approve policies that contribute to the best possible environment
for students to learn and develop their abilities and that contribute
to the best possible environment for the faculty to teach, pursue
their scholarship, and perform public service.
- Approve all earned and honorary degrees through the faculty
and president, as they shall recommend.
- Serve actively as advocates for the College in appropriate
matters in consultation with the president and other responsible
parties as the board shall determine.
- Periodically undertake or authorize assessments of the performance
of the board.
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Article III
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Membership
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Section 1.
Active
Membership
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The board is a self-perpetuating board. The board may not have
fewer than twelve members nor more than thirty-five. In addition,
the president of the College shall be an active member ex officio.
The board will include two alumni trustees, who may be nominated
by the Trusteeship Committee upon recommendation of the Alumni Association.
The membership of the board will include one member of the College
faculty, one member of the student body and one member of the College
staff. These members may be elected by the board upon the recommendation
of the Trusteeship Committee.
When a vacancy occurs among alumni, faculty, student or staff seats,
the appropriate body (the Alumni Association, the Faculty Council,
the Student Government Association or the Staff Council) will recommend
a minimum of three individuals, with appropriate credentials-persons
capable of acting in the interests of the College as a whole rather
than representing a particular constituency within the College-to
the Trusteeship Committee. This Trusteeship Committee may then nominate
such person or persons as seem best suited for the election to membership
on the board.
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Section 2.
Honorary
Membership
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Election to honorary membership shall entitle the member to all
rights and privileges of membership except for that of vote. Members
who have rendered distinguished service as active members shall
be eligible for election to honorary membership generally following
a one-year hiatus from the regular term of membership. Honorary
members are encouraged to attend board meetings or otherwise accept
special assignments that are helpful to the board of trustees and
the College.
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Section 3.
Power of
Members
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The board shall operate as a corporation, with powers vested in
the corporate body. Powers of student members who are minors are
limited to the extent of excluding any duty which conflicts with
the Alcoholic Beverage Control Law of the State of New York.
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Section 4.
Qualifications
for Active
Membership
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Specific qualifications for membership shall include:
- Personal interest in the College.
- Possession of qualifications needed to strengthen the board.
- Sound character and strong intellectual ability.
- Willingness to devote adequate time and effort to the office.
- Tact and natural aptitude to work with others.
- An aggressive spirit founded on determination to work for the
promotion and development of the College.
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Section 5.
Term of Office
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The term of active membership shall be determined in each case
by the board on recommendation of the Trusteeship Committee. The
first term of active membership shall not exceed four years. If
reelected, the subsequent term(s) shall not exceed three years.
All terms shall expire on May 31, and the membership shall be so
arranged that approximately an equal number of terms shall expire
each year. Trustees may be elected to serve up to three consecutive
terms. They may be then reelected after at least a one-year absence
from the board for up to three additional three-year terms.
Members of the board as of February 2000 shall be eligible for
reelection to the board in accordance with the following schedule:
- Trustees currently in their fourth or fifth terms will be eligible
for reelection in May 2000 for one additional three-year term.
- Trustees currently in their third term will be eligible for
reelection in May 2001 for one additional three-year term.
- Trustees currently in their second term will be eligible upon
their next reelection date for an additional three-year term.
- Trustees currently in their first term will be eligible upon
their next reelection for a second three-year term. Upon completion
of the second three-year term, they will be eligible for reelection
to a final three-year term.
The term of alumni, faculty and staff trustees shall not exceed
three years. Student members shall serve for two years.
If a vacancy occurs because an alumnus/alumna, faculty, staff,
or student member does not complete the term for which they have
been elected, a replacement may be secured by the process outlined
in section 1 of this article. A duly nominated
replacement may be presented to the board for consideration at its
next regular meeting. If the unexpired term of the retiring member
is less than one calendar year, that time shall not be included
as part of the new member's term of office.
Board members elected after recommendation by alumni, faculty,
staff, or student groups shall not succeed themselves in consecutive
terms.
The Board of Trustees, upon the recommendation of the Executive
Committee may, at its sole discretion, remove for cause, any individual
from its active membership by a two-thirds vote of active members
present.
Any member of the Board of Trustees who is facing a removal for
cause shall have the right to request a meeting with the Executive
Committee of the Board of Trustees prior to the action by the whole
board. If the person facing removal for cause is a member of the
Executive Committee, then he/she shall remove him/herself from all
deliberations related to the removal action.
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Section 6.
Nomination of
Trustees
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The Trusteeship Committee shall recommend candidates for election
or reelection to the board through procedures adopted by the board.
A slate of candidates shall be provided to all trustees at least
twenty calendar days in advance of the annual or regular meeting
at which an election is scheduled. Biographical information for
new prospective trustee candidates will be provided as well.
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Section 7.
Election
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New trustees and incumbent members of the Board of Trustees who
are eligible for reelection normally shall be elected at a meeting
of the board by a two-thirds vote of the active members in attendance
at the meeting. Any unfilled term may be filled through a special
election at any regular meeting of the Board of Trustees.
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Section 8.
Chair Emeritus
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The board may elect as chair emeritus any former chair of the board who has made distinguished contributions to the activities of the College and displayed exemplary leadership of the College during service as chair. Such persons shall be chair emeritus for life or until resignation. If not an active trustee, a chair emeritus shall be entitled to all privileges and rights of membership except for that of vote.
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Article IV
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Meetings
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Section 1.
Meetings
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There shall be a minimum of three regular meetings of the Board
of Trustees: the fall meeting, normally scheduled for either the
months of September or October; the winter meeting; and the spring
meeting, which is the annual meeting, held on Commencement weekend
in Ithaca, New York. Additional meetings may be called by the chairman
of the board, the Executive Committee, the president of Ithaca College
or by the secretary to the board on written request of at least
one fourth of the members of the Board of Trustees. Notice of time
and place of all meetings shall be given by the secretary to the
board at least 20 days in advance of the date fixed upon. Meetings
may be held on waiver of right of prior notice. In accordance with
the Education Law of the State of New York, Section 226: "If
any trustee shall fail to attend three consecutive meetings without
excuse accepted as satisfactory by the Trustees, that Trustee shall
be deemed to have resigned, and the vacancy shall be filled."
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Section 2.
Quorum
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A majority of the total number of active Board members including
ex officio members shall constitute a quorum for the transaction
of all regular business. A two-thirds vote of the active members
present at any regular meeting shall be necessary for the election
of members of the board.
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Section 3.
Action Without
a Formal Meeting
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Any action required or permitted to be taken by the Board of Trustees
or by any committee thereof may be conducted by mail, fax, conference
call, telegram, cable, or in any other way the trustees shall decide.
A written consent setting forth the action(s) taken and signed by
each appropriate member trustee shall be filed with the minutes
of the proceedings as soon as practical.
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Article V
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Officers of the Board of Trustees and
of Ithaca College
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Section 1.
Officers of
the College
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The officers of the College shall be the chair, vice chair of the
board of Trustees, secretary, and the president and one or more
vice presidents. All officers shall serve at the pleasure of the
Board of Trustees except for vice presidents, who shall serve at
the pleasure of the president in consultation with the Board of
Trustees.
The president shall be an ex officio member of the Board of Trustees
with power to vote, except in those matters pertaining to tenure
decisions and his/her salary. The president's presence at meetings
shall be counted as part of quorum determinations.
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Section 2.
Offices of Chair
and Vice Chair
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The chair and vice chair shall be trustees. The other College officers
shall not be members of the board.
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Section 3.
Election of Chair
and Vice Chair
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The chair and vice chair shall be elected for a one-year term at
the annual Board meeting held in May upon nomination by the Trusteeship
Committee and shall serve for not more than five years. Vacancies
may be filled at any time by a majority vote of the members of the
board, but election or reelection shall normally take place at the
designated annual meeting.
Term limit provisions of article III, section
5 shall not apply to a sitting Board chair who is subsequently
reelected as chair, thereby exceeding the three-consecutive-term
limit. If elected, the board chair may serve as the chair past the
term limit established in article III, section
5.
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Section 4.
Duties of Chair
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The chair shall preside at all board and Executive Committee meetings,
have the right to vote on all questions, appoint committee chairs
and vice chairs, determine the composition of all Board committees
with the exception of the Executive Committee. The chair shall serve
as chair of the Executive Committee, ex officio member of all other
standing committees of the board, and have other duties as the board
may prescribe from time to time.
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Section 5.
Duties of
Vice Chair
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In the absence of the chair, the vice chair shall perform the duties
of the office of the chair. The vice chair shall have other powers
and duties as the board may from time to time prescribe.
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Section 6.
The President
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The president serves at the pleasure of the Board of Trustees for
such term, compensation, and conditions of employment as the board
shall determine. The president shall be the chief executive officer
of the College. The president's authority is vested through the
Board of Trustees and includes responsibilities for all College
educational and managerial affairs, including establishing the term, compensation, and conditions of employment for all senior officers of the College consistent with college compensation policies. The president will report annually, to the Executive Committee, on the compensation policies of the College.
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Section 7.
Presidential
Absence
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In the absence or disability of the president for an extended period
of time, the Board of Trustees shall appoint an individual(s) to
perform the duties of the president.
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Section 8.
The Secretary
to the College and Board of Trustees
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The secretary to the College shall be recommended by the president
and appointed by the Board of Trustees and serves at the pleasure
of the president and Board of Trustees. The secretary to the College
and Board of Trustees is an administrative staff member of the College.
The secretary shall assist the Board of Trustees in ensuring actions
are in accordance with these bylaws and bylaw amendments are promptly
made and necessary, that minutes of board and Executive Committee
meetings are accurate and promptly distributed to all trustees,
that meetings are properly scheduled and trustees notified, and
that Board policy statements and other official records are properly
maintained.
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Article VI
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Committees of the Board of Trustees
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Section 1.
Standing
Committees
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The Board shall establish such standing and ad hoc committees as
it deems appropriate to discharge its responsibilities. Each committee
shall have a written statement of purpose, role, and scope as approved
by the board, and such rules of procedure or policy guidelines that
it or the board, as appropriate, shall approve. Such statements
shall be reviewed annually by each committee.
The following are the standing committees of the board:
- An Executive Committee
- An Educational Policy Committee
- A Finance Committee
- An Audit Committee
- An Institutional Advancement Committee
- A Trusteeship Committee
- An Investment Committee
- A Buildings and Grounds Committee
- A Campus Life and Community Committee
The Board may from time to time eliminate or create additional
standing committees.
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Section 2.
Members of
Committees
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Each active member of the board shall serve on at least one standing
committee. The chair of the board and the president of the College
shall be ex officio members of all standing committees. Each committee
shall have at least three additional trustee members. Committee
memberships shall be assigned by the Chair at the annual spring
meeting. Non-trustees may be invited to assist standing committees
(without a vote) because of a need for particular skills or expertise.
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Section 3
Committee
Operations
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Committees shall meet on call of the chair of the committee or
of the secretary to the board. A majority of the total members of
the committee shall constitute a quorum. Where any act or resolution
requires the assent or approval of any committee, the written assent
or approval of a quorum of the committee shall be equivalent to
assent or approval at a meeting of the committee. Committees shall
be staffed by members of the College administration designated by
the president of the College. It shall be the duty of the secretary
to the board to keep minutes of the proceedings of the committee
for report to the Board of Trustees.
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Section 4.
Executive
Committee
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The Executive Committee shall, on matters of urgency, act between
the meetings of the Board of Trustees and shall exercise all the
powers of the board not inconsistent with the acts and resolutions
of the board itself and insofar as they do not affect fixed duties
of any other standing committee, and it shall report to the full
Board of Trustees all of its official actions.
The Executive Committee shall handle all items referred by the
full board. The Executive Committee shall also assess the president's
performance, compensation and conditions of employment.
The Executive Committee shall be composed of the chair, vice chair,
chairs of standing committees, the last Board chair if still serving
as an active Board member, and the president as an ex officio member.
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Section 5.
Educational
Policy Committee
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The Educational Policy Committee shall recommend to the board action
on major curricular and educational policy issues, and on faculty
personnel policies. The committee shall also recommend to the board
candidates for honorary degrees in accordance with College procedures
and upon recommendation of the president. It shall perform such
other duties as may from time to time be assigned to it by the Board
of Trustees or Executive Committee.
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Section 6.
Finance Committee
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The Finance Committee shall be charged with the
review of the College’s external financings and the review
of the proposed annual operating budget of the College, and shall
recommend approval, revision or rejection of the proposed annual
operating budget to the Board of Trustees. The Committee shall be
charged with the review and establishment on a periodic basis of
appropriate levels of compensation and benefits for the officers,
staff and faculty of the College, and shall perform such other duties
as may from time to time be assigned to it by the Board of Trustees
or by the Executive Committee.
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Section 7.
Audit Committee
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The Audit Committee shall be charged with recommending
to the Board each year the independent public accountants to be
selected by the Board to examine the books and records of the College
for that year; to determine the planned audit scope with the auditors;
to study and review the results of the auditors' examination, including
financial statements, opinions, comments and recommendations made
by the auditors; to review with administrative officers and with
the independent auditors, current accounting policies or proposed
changes to same; to assess the adequacy of internal controls, risk
management systems and compliance with applicable legal and regulatory
requirements; and to make its report and recommendation to the Board
of Trustees at the first available meeting after receipt of the
auditors' report. The committee shall perform such other duties
as may from tine to time be assigned to it by the Board of Trustees
or by the Executive Committee.
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Section 8.
Investment
Committee
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The Investment Committee shall be charged with the development,
implementation and review of a College
investment policy. The committee may recommend to the board
the retention of such counsel, as it deems appropriate, to assist
the College in the matter of its investments. Establishment of and
changes in the College investment policy shall be approved by the
Board of Trustees or by the Executive Committee.
The Investment Committee shall perform such other duties as may
from time to time be assigned to it by the Board of Trustees or
by the Executive Committee.
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Section 9.
Institutional
Advancement
Committee
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The Institutional Advancement Committee shall oversee all College
advancement and external relations programs and shall perform such
other duties as may from time to time be assigned to it by the Board
of Trustees or by the Executive Committee.
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Section 10.
Trusteeship
Committee
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The purpose of the Trusteeship Committee is threefold: it shall
ensure that the membership and leadership of the board consist of
highly qualified and committed individuals; it shall ensure that
regular programs of new trustee and in-service education are maintained,
and it shall periodically recommend initiatives by which the board
shall assess its performance. It serves as the agent of the board
in reviewing the performance of incumbent trustees and board officers
who are eligible for reelection, maintains a list of qualified candidates
for possible nomination, considers cultivation strategies for promising
trustee candidates, and proposes and periodically reviews the adequacy
of a statement of trustee responsibilities as adopted by the board.
The committee shall perform such other duties as may from time
to time be assigned to it by the Board of Trustees or by the Executive
Committee.
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Section 11.
Buildings and
Grounds
Committee
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The Buildings and Grounds Committee shall be charged with the general
review and oversight of the buildings, grounds and campus environment
of the College, new construction, and alterations and repairs of
buildings and equipment. The committee shall perform such other
duties as may from time to time be assigned to it by the Board of
Trustees or by the Executive Committee.
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Section 12.
Campus Life and
Community
Committee
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The Campus Life and Community Committee shall recommend to the
board action on policy and oversight in respect to student services
and campus life functions, enrollment management, athletics, residential
life, civility and campus community issues. It shall perform such
other duties as may from time to time be assigned to it by the Board
of Trustees or by the Executive Committee.
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Section 13.
Special
Committees
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Special committees may be chosen by the board or appointed by the
chair to serve the board or its officers at any time such committees
may be desirable.
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Article VII
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Degrees
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The degrees granted by the College shall be such as may from time
to time be authorized by the Board of Regents of the University
of the State of New York. Eligibility for earned and honorary degrees
shall be granted only with the approval of the faculty and the Board
of Trustees.
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Article VIII
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Indemnification of Trustees
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IT IS EXPRESSLY PROVIDED that any and every person made a party
to any action, suit, or proceeding by or on behalf of Ithaca College
to procure a judgment in its favor by reason of the fact that a
person, a person's testator or in testate, is or was a trustee of
Ithaca College, may be indemnified by Ithaca College to the full
extent permitted by law, against any and all reasonable expenses,
including attorneys' fees, actually and necessarily incurred by
the person in connection with the defense of such action or in connection
with any appeal therein, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such
trustee has willfully and intentionally breached the person's duty
to Ithaca College.
IT IS FURTHER EXPRESSLY PROVIDED that any and every person made
a party to any action, suit, or proceeding other than one by or
on behalf of Ithaca College to procure a judgment in its favor whether
civil or criminal, by reason of the fact that a person, a person's
testator or in testate, was a trustee of Ithaca College, may be
indemnified by Ithaca College, to the full extent provided by law,
against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees actually and necessarily incurred
as a result of such action, suit or proceeding, or any appeals therein,
if such person acted in good faith for a purpose which the person
reasonably believed to be in the best interest of Ithaca College,
and, in criminal actions or proceedings, in addition, had no reasonable
cause to believe that the person's conduct was unlawful.
Ithaca College shall be authorized to purchase policies of insurance
for indemnification of its trustees as provided hereinabove.
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Article IX
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Review and Amendment of Bylaws
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These bylaws may be changed or amended at any meeting of the trustees
by a majority of those present, provided notice of the substance
of the proposed amendment is sent to all trustees at least thirty
days before the meeting.
These bylaws shall be reviewed periodically by the secretary to
the board of trustees and the Executive Committee, who shall recommend
any necessary changes to the Board of Trustees.
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