1.3.2 Bylaws of the Board of Trustees
Adopted by the Ithaca College Board of Trustees on February 17, 2000. Bylaws as amended 5/15/2004, 10/22/2004, 2/8/2005, 5/14/2005, 2/16/2006, 10/12/2007, 2/27/2008, 10/24/2008, 5/22/2010, 10/11/2012, 2/13/2013, 5/18/2013, 7/22/2013, and 10/10/2014.
Section 1: Definition
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 (D.P.T.). 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.).
Section 2: Schools, Divisions, and Departments
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 and Professional 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.
Board Authority and Responsibilities
Section 1: Authority Control
Subject to the charter of the College and the laws of the state of New York, 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.
Section 2: Responsibilities
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.
Section 1: Active Membership
The board is a self-perpetuating board. The board may not have fewer than twelve members nor more than thirty-five. The president of the College shall be an active member ex officio.
The board will include two alumni trustees. These members may be elected by the board upon the recommendation of the Governance Committee.
The membership of the board will include one member of the College faculty, one member of the student body (who shall be at least 18 years of age) 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 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 Governance Committee. This Governance Committee may then nominate to the full board such person or persons as seem best suited for the election to membership on the board.
Section 2: Honorary Membership
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.
Section 3: Power of Members
The board shall operate as a corporation, with powers vested in the corporate body. Powers of student members who are under 21 are limited to the extent of excluding any duty which conflicts with the Alcoholic Beverage Control Law of the State of New York.
Section 4: Qualifications for Active Membership
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.
Section 5: Term of Office
The term of active membership shall be determined in each case by the board on recommendation of the Governance Committee. All terms shall expire on May 31.
Trustees may be elected to serve up to three consecutive terms. The first term of active membership shall be four years. However; if election is held mid-year and not at the regular May meeting, the end of the first term shall expire on May 31 of the fourth calendar year from the initial election date. If reelected, the subsequent term(s) shall be three years.
Following completion of the term trustees may be reelected after at least a one-year absence from the board for up to three additional three-year terms.
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 and due proof of the truth of a written complaint by any trustee alleging misconduct, incapacity or neglect of duty, may, at its sole discretion, remove for cause, any individual from its active membership by a vote of a majority of the entire board. At least two week’s previous notice of the proposed action shall be given to the individual and to each trustee.
Any member of the Board of Trustees who is facing a removal for cause shall have the right to meet with the Executive Committee of the Board of Trustees prior to the action by the 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.
Section 6: Nomination of Trustees
The Governance 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.
Section 7: Election
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.
Section 8: Chair Emeritus
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.
Section 1: Meetings
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 three days in advance of the date fixed upon. Meetings may be held on waiver of right of prior notice; such waiver of notice may be written or electronic. If written, the waiver must be executed by the trustee signing the waiver or causing his or her signature to be affixed to the waiver by any reasonable means, including but not limited to facsimile signature. If electronic, the transmission of the waiver must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the trustee. 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.”
Section 2: Quorum
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 of the full board. Honorary Trustees and non-active trustees holding the title of Chair Emeritus will not be considered for purposes of constituting a quorum.
Section 3: Action Without a Formal Meeting
Any action or notice required or permitted to be taken by the Board of Trustees may be taken without a meeting provided that each member of the board consents thereto, and consents are filed with the minutes of the proceedings of the Board as soon as practical. If written, such a consent must be executed by the trustee by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means, including but not limited to facsimile signature. If electronic, the transmission of such a consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the trustee.
Officers of the Board of Trustees and of Ithaca College
Section 1: Officers of the College
The officers of the College shall be the chair, vice chair of the board of trustees, the president and one or more vice presidents, and a secretary. 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 subject to the approval of the Board of Trustees.
The president shall be considered an active 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.
Section 2: Offices of Chair and Vice Chair
The chair and vice chair shall be trustees. The other College officers, other than the president shall not be members of the board.
Section 3: Election of Chair and Vice Chair
The chair and vice chair shall be elected for a three-year term at the annual Board meeting held in May upon nomination by the Governance Committee and shall serve for not more than six years consecutively. In exceptional circumstances as determined by the Executive Committee, such as a time of presidential transition, a board chair or vice-chair may serve an additional one-year term subject to final vote by the full board. 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 a trustee past the term limit established in article III, section 5 for so long as he or she continues to serve as chair.
Section 4: Duties of Chair
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, and recommend to the Board 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.
Section 5: Duties of Vice Chair
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.
Section 6: The President
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 and the compensation of vice-presidents.
Section 7: Presidential Absence
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.
Section 8: The Secretary to the College and Board of Trustees
The secretary to the Board of Trustees 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 Board of Trustees is an administrative staff member of the College. The secretary shall be elected for a three-year term at the annual Board meeting held in May and may serve an unlimited number of three-year terms.
The secretary shall assist the Board of Trustees in ensuring actions are in accordance with these bylaws and bylaw amendments are promptly made when 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.
Committees of the Board of Trustees
Section 1: Standing Committees
The Board shall establish such standing and ad hoc committees as it deems appropriate to discharge its responsibilities as outlined in the by-laws. 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 Affairs Committee
- An Enrollment and Communications Committee
- A Finance Committee
- An Audit Committee
- An Institutional Advancement Committee
- A Governance Committee
- An Investment Committee
- A Buildings and Grounds Committee
The Board may from time to time eliminate or create additional standing committees.
Section 2: Members of Committees
Each active member of the board shall serve on at least two standing committees. 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 approved by majority vote of the full Board upon recommendation by the Chair . Non-trustees may be invited to assist standing committees (without a vote) because of a need for particular skills or expertise.
Section 3: Committee Operations
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; provided that ex officio trustees will not be considered for purposes of constituting a quorum at committee meetings.
Any action or notice required or permitted to be taken by a committee may be taken without a meeting provided that each member of the committee consents thereto, and the consents are filed with the minutes of the proceedings of the committee as soon as practical. If written, such a consent must be executed by the trustee by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means, including but not limited to facsimile signature. If electronic, the transmission of such a consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the trustee.
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 committees for report to the Board of Trustees.
Section 4: Executive Committee
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 consistent 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 transact such business of the College as the trustees may be empowered to authorize, except to grant degrees, to make removals from office, to fill vacancies on the Board or any committee, to fix compensation of trustees for serving on the Board or any committee, to amend or repeal these Bylaws or adopt new Bylaws, to amend or repeal any Board resolution that is by its terms not so amendable or repealable, or to take any other action prohibited by applicable law. The Executive Committee shall review litigation and 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.
Section 5: Educational Affairs Committee
The Educational Affairs Committee shall be charged with recommending to the board action on major curricular and educational policy issues, and on faculty personnel policies. The Committee shall review the long term analyses of retention and graduation rates. The Committee shall also recommend to the board candidates for degrees, tenure, promotion, emeritus/a status and honorary degrees in accordance with College procedures and upon recommendation of the president. Recognizing that the IC educational experience encompasses academic and all aspects of campus life, the Committee shall recommend to the board action on policy and oversight in respect to student services and campus life functions, 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.
Section 6: Enrollment and Communications Committee
The Enrollment and Communications Committee shall be charged with review of the College's enrollment, financial aid, communications and marketing strategies. The Committee shall review the long-term analysis of enrollment trends, and the market forces impacting the recruitment of domestic, international, and graduate students. 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.
Section 7: Finance Committee
The Finance Committee shall be charged with the review of the College’s external financings and 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.
Section 8: Audit Committee
The Audit Committee shall be charged with recommending to the board each year the independent auditors 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 the independent auditors, current accounting policies or proposed changes to same; make a report and recommendation to the Board of Trustees at the first available meeting after receipt of the auditors’ report; to review conflict of interest policies and reported conflicts of interests disclosed in accordance with such policies; and to assess the adequacy of internal controls, and to provide oversight of the College enterprise risk management system to ensure the College has an effective approach to identifying and managing risk including compliance with applicable legal and regulatory requirements, identifying strategic risks for full board review, and assignment of the oversight of risk mitigation to the appropriate board committees. 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. Audit Committee Charter.
Section 9: Investment Committee
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.
Section 10: Institutional Advancement Committee
The Institutional Advancement Committee shall be charged with the review of the College advancement and external relations programs and ensures achievement of our ambitious goals around engagement and philanthropy through wisdom and action. The Institutional Advancement 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.
Section 11: Governance Committee
The Governance Committee shall be charged with the overarching responsibility of identifying, monitoring, and customizing best practices in governance of the board and the institution; monitoring of board composition to ensure that the membership and leadership of the board consist of highly qualified and committed individuals; it shall ensure that regular programs for new trustee orientation and in-service education for current trustees are maintained and it shall develop and manage a process by which the board and individual trustees shall assess its performance on an ongoing basis. It serves as the agent of the board in reviewing the performance of incumbent trustees and board officers who are eligible for reelection, develops a succession planning strategy and assembles a list of qualified candidates for nomination to the board and board leadership, considers cultivation strategies for promising trustee candidates, develops programs that continue the commitment of former trustees, and proposes and periodically reviews the adequacy of the statement of trustee commitment and 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.
Section 12: Buildings and Grounds Committee
The Buildings and Grounds Committee shall be charged with the general oversight of the buildings, grounds and campus environment of the College, land and property acquisitions, new construction, and alterations and repairs of buildings and equipment and shall make appropriate recommendations to the board regarding same. 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.
Section 13: Special Committees
Special committees may be chosen by the board, upon recommendation by the chair if desired, to serve the board or its officers at any time such committees may be desirable.
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.
Indemnification of Trustees
Ithaca College shall, to the fullest extent now or thereafter permitted by law, indemnify and hold harmless any person made, or threatened to be made, a party to, or requested or subpoenaed to produce any information or documents in connection with, any investigation, inquiry, action or proceeding, whether civil or criminal, by reason of the fact that he or she, his or her testator or intestate is or was a trustee or officer of the College, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, and shall advance the expenses, including reasonable attorneys’ fees, of such person in defending such investigation, inquiry, action or proceeding, except to the extent specifically prohibited by law; provided, that, if these expenses are to be paid in advance of the final disposition (including appeals) of an investigation, inquiry, action or proceeding, then the payment of expenses will be made only upon delivery to the College of an undertaking, by or on behalf of the person, to repay all amounts so advanced if it is ultimately determined by a court or other tribunal of competent jurisdiction that the person is not entitled to be indemnified under this Article or applicable law.
No indemnification may be made to or on behalf of any trustee or officer if a judgment or other final adjudication adverse to the trustee or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
Ithaca College shall be authorized to purchase policies of insurance for indemnification of its trustees as provided hereinabove.
Review and Amendment of Bylaws
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.
Last Updated: October 10, 2014