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, 10/10/2014, 5/16/2015, 3/27/2018, 10/23/2020, and 9/30/2022.
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, and 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 responsibilities:
- 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.
- Review and when required or necessary, 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.
Active membership shall include both term and community trustees, both of which have the same rights and privileges. The community trustees include one or two alumni seats, one faculty seat, one staff seat, and one student seat, as further described below.
As long as the overall alumni representation on the board is 20% or greater, the board will include one alumni trustee seat. However, should the overall alumni representation on the board be less than 20%, then a second alumni trustee seat will be added as soon as possible. The alumni trustee(s) may be elected by the board upon the recommendation of the Governance and Compensation/Assessment 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 Governance and Compensation/Assessment Committee.
When a vacancy occurs among alumni, faculty, student or staff seats, the appropriate body (the Alumni Association, the Faculty Council, the Student Governance Council 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 and Compensation/Assessment Committee. This Governance and Compensation/Assessment 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 for the alumni, faculty, staff, and student trustee shall be determined in accordance with this section by the board on recommendation of the Governance and Compensation/Assessment Committee. The initial term of active membership of a term trustee shall be determined in accordance with this section by the board on recommendation of the Executive Committee. Subsequent extension of term trustees shall be determined in accordance with this section by the board on recommendation of the Governance and Compensation/Assessment Committee. All terms shall expire on June 30.
Term 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 June 30 of the fourth calendar year from the initial election date. If reelected, the subsequent term(s) shall be three years.
Following completion of three consecutive terms, term trustees may be reelected after at least a one-year absence from the board for up to three additional three-year terms. In rare and exceptional circumstances as determined by the Executive Committee and upon approval of the Full Board, the one-year absence requirement may be waived.
The term of faculty, staff and alumni trustees shall not exceed four years. Following completion of the term, faculty, staff and alumni trustees may be reelected after at least a one-year absence from the board if the individual is recommended, in accordance with Article III, Section 1, by the appropriate body to the Governance and Compensation/Assessment Committee and if the Governance and Compensation/Assessment Committee nominates the individual to the full board in accordance with Article III, Section 1. Alumni Trustees may be considered for election to a term trustee appointment at the end of their four-year term as an Alumni trustee upon review and recommendation of the Governance and Compensation/Assessment Committee. If an alumni trustee is elected to a term trustee appointment the first four-year term as Alumni trustee will be treated as completion of the first of the three consecutive terms of the term trustee appointment. All currently serving term trustees as of May 21,2022 who were originally alumni trustees will be grandfathered to their current term trustee appointments for purposes of this provision.
Student members shall serve for two years.
Community trustees elected after recommendation by alumni, faculty, staff, or student groups shall not succeed themselves in consecutive terms.
If a vacancy occurs because an alumni, 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 departing member is less than one calendar year, that time shall not be included as part of the new member’s term of office.
Section 6: Nomination of Trustees
The Executive Committee shall recommend term trustee candidates for election to the Board. The Governance and Compensation/Assessment Committee shall recommend both the alumni, faculty, staff, and student trustee candidates for election and the reelection of term trustees to the board through procedures adopted by the board. A slate of term trustee candidates shall be provided to all trustees at least ten calendar days in advance of the annual or regular meetings at which an election is scheduled. Biographical information for new prospective term trustee candidates will be provided as well. No advance notice shall be required for the election of any staff, faculty, student, or alumni trustee.
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 9: Removal for Cause
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.
Section 10: Statutory Resignation
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 they shall remove themselves from all deliberations related to the removal action.
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 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, normally held on Commencement weekend in Ithaca, New York. Additional meetings may be called by the chair 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 their 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.
Regular board and committee meetings are permitted to be held in-person, in-person/virtually (hybrid), or virtually. When a meeting is held in-person/virtually or only virtually it will follow the guidelines located in the Addendum to these By-Laws. A Board member is expected during each of their respective term(s) to attend 2/3’s of the regular board meetings in person unless the Board Chair determines there are extenuating circumstances to modify this requirement.
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 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 the 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. A written or electronic consent can be inferred when the trustee votes on the action.
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 of the board of trustees, vice chair of the board of trustees, the president and one or more vice presidents, and a secretary to the board of trustees. 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 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 promotion and tenure decisions and the president's 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
Upon nomination by the Governance and Compensation/Assessment Committee, the chair and vice chair shall be elected for a three-year term at the winter Board meeting and shall serve for not more than six years consecutively. A new board chair term shall commence on July 1, which will provide transition time between the then current board chair and the board chair-elect. When a board member concludes the term as chair, the remainder of the term limit for the board member will be deemed completed and the member will depart the board as of June 30. 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 (beyond the six years consecutively) 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 winter meeting.
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 chair. The vice chair shall have other powers and duties as the board may prescribe from time to time.
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 Governance and Compensation/Assessment Committee, on the compensation policies of the College and the compensation of vice-presidents and deans.
Section 7: Presidential Absence
In the absence or disability of the president for an extended period of time, the Board of Trustees shall appoint one or more individuals to perform the duties of the president.
Section 8: The Secretary to the 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 and may serve an unlimited number of three-year terms.
The secretary shall assist the Board of Trustees in ensuring that actions are in accordance with these bylaws and bylaw amendments are promptly made when necessary, that minutes of board and board committee meetings are accurate and promptly distributed to 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 Academic and Student Affairs Committee
- A Finance and Investment Committee
- An Audit Committee
- A Philanthropy and Engagement Committee
- A Governance and Compensation/Assessment Committee
- A Buildings and Grounds Committee
- A Marketing and Enrollment Strategy 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 and vice 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 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 their 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. A written or electronic consent can be inferred when the trustee votes on the action.
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 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, 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 consider cultivation strategies for promising trustee candidates and assemble a list of qualified candidates for nomination to the board, review litigation, and review the President's assessment and compensation as recommended by the Governance and Compensation/Assessment Committee.
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: Academic and Student Affairs Committee
The Academic and Student 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 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: Finance and Investment Committee
The Finance and Investment Committee shall be charged with the review of the College’s external financings and review of the proposed annual operating budget of the College. The Committee shall recommend the proposed annual operating budget to the Board of Trustees. The Finance and Investment Committee shall be responsible for the development, implementation, and review of the College Investment Policy which is subject to final approval by the Board of Trustees or by the Executive Committee. When necessary the Committee may recommend to the board the retention of such counsel or other advisors, as it deems appropriate, to assist the College in the matter of its investments or financings. 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: 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; 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 8: Philanthropy and Engagement Committee
The Philanthropy and Engagement 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 Philanthropy and Engagement 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 9: Governance and Compensation/Assessment Committee
The Governance and Compensation/Assessment Committee shall be charged with the overarching responsibility of identifying, monitoring, and customizing best practices in governance of the board and the institution; monitoring 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 nominations for board leadership, as requested by the Board Chair, provides input on board committee membership, 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 Governance and Compensation/Assessment Committee shall be charged with assisting the Board of Trustees in fulfilling its fiduciary responsibilities with regard to establishing an effective Executive compensation policy and plan, the assessment of the President, and establishing the compensation and benefits of the President for recommendation to the Executive Committee and ultimately to the full board for final approval. The Committee shall also exercise oversight of the President who has responsibility for implementing the Executive compensation policy and plan for the Senior Officers and Deans. The Committee shall review with the President the reasonableness of the compensation of designated disqualified persons under the IRS intermediate sanction rules. The Board Chair shall serve on the Committee ex officio.
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 10: 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 11: 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.
Marketing and Enrollment Strategy Committees
Section 12: Marketing and Enrollment Strategy Committee
The Marketing and Enrollment Strategy Committee shall be charged with ensuring that the institution’s policies, strategies, goals, and objectives for enrollment, marketing, admission, retention, and financial aid support the institution’s mission, vision, values, and goals. This includes:
- understanding the trends, practices, market forces, and challenges in higher education and particularly within the institution’s peer group;
- understanding the current state of undergraduate and graduate enrollment at the institution:
- enrollment variables and potential institutional impacts;
- brand positioning;
- enrollment goals, pricing and financial aid strategy, and commitment to student persistence;
- priority populations including international, transfer, first generation students and students of color;
- relevant enrollment performance indicators;
- reviewing the institution’s enrollment’s critical elements, trade-offs, and priorities;
- ensuring that the Board of Trustees is informed of the institution’s marketing and enrollment challenges, opportunities, and strategies; and,
- developing and monitoring the progress toward achieving enrollment priorities of the institution.
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.
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 their 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 they personally gained in fact a financial profit or other advantage to which they were 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 ten 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: September 30, 2022