BYLAWS

OF

CORNELL COLLEGE

MOUNT VERNON, IOWA

 (Revised February 2, 2013)

 ARTICLE I 

TRUSTEES

 

SECTION 1.      The elected Trustee of the Corporation shall be elected by the Board at the Annual Meeting (Fall) of the Board.  The Trustees shall be elected in three(3) classes of thirteen(13) each for a term of three(3) years.  Each term shall begin on the day after the Annual Meeting (Fall) at which they were elected.  Vacancies on the Board may be filled for any unexpired term at any regular or special meeting of the Board and Trustees so elected shall be eligible to serve three(3) consecutive three(3)-year terms thereafter.

SECTION 2.      The Committee on Trusteeship shall nominate and the Board shall elect in each class of thirteen(13) Trustees, two(2) representing the United Methodist Church; two(2) of the Alumni of the College; eight(8) At-Large; and one graduating Senior recommended by the Committee on Trusteeship who shall be considered and voted on by the Trustees at the Spring Board Meeting and who shall become a Trustee beginning on the day after the Annual Meeting (Fall), if elected, upon completing all requirements for graduation.

SECTION 3.      Each Trustee whose term expires and who has served for three(3) consecutive three(3)-year terms will rotate off the Board for a minimum of one(1) year, after which he or she is again eligible for consideration by the Committee on Trusteeship.

The Board Chair shall assume and retire from office at the Annual Meeting (Fall) of the Board, shall serve for a three(3)-year term subject to Board reaffirmation and shall be eligible to immediately succeed himself or herself in that office for an additional three(3)-year term.  At each Annual Meeting (Fall), the Committee on Trusteeship shall present to the Board its recommended candidates for Chair and Chair-Elect.  Any individual retiring as Chair shall be eligible to serve as a Trustee for an additional three(3)-year term on the Board (which term shall commence when the individual leaves office even if that would otherwise violate the three consecutive three(3)-year term limitation rule).  The Chair and Chair-Elect shall be entitled to serve as Trustees during their tenure in office even if that would otherwise violate the three consecutive three(3)-year term rule.

A Board member who fails to attend at least 50 percent of the regularly scheduled board and standing committee meetings during a three(3)-year term may by such failure be considered to have resigned from the Board and relinquished the seat on the Board effective immediately.  Trustee attendance shall be monitored by the Committee on Trusteeship.  All Trustees serve at the pleasure of the Board.  A Trustee may be removed from office by an affirmative vote of two-thirds of the Trustees.

SECTION 4.      Upon nomination by the Committee on Trusteeship, the Board at any regular or special meeting may elect as Honorary Trustee any person other than a former Trustee who has rendered unusually distinguished service to the College, and may also elect as Life Trustee any Trustee who has rendered long and distinguished service as a Trustee.  Honorary and Life Trustees shall have all the rights and privileges of members of the Board except the right to vote.

SECTION 5.      The Board shall have the power to manage the property and business of the Corporation, and shall have the power to carry out any other functions which are permitted by the Articles of Incorporation, these Bylaws and by law.  These powers shall include but are not limited to the following:

  1. Appoint or remove the President and other Corporate Officers;
  2. Approve degrees in course upon recommendation of the faculty;
  3. Establish and review the educational programs of the College;
  4. Establish annually the budget of the College, which shall be submitted to the Board upon recommendation of the Business Affairs Committee;
  5. Authorize the construction of new buildings and major renovations of existing buildings;
  6. Authorize by majority vote of all Trustees the sale and purchase of land, buildings, or major equipment for the use of the College;
  7. Institute and promote all fund raising efforts of the College;
  8. Authorize any changes in tuition and fees within the College;
  9. Authorize Officers or agents of the College to accept gifts for the College;
  10. Authorize, as limited by the Articles of Incorporation, the incurring of debts by the College and securing thereof by mortgage and pledge of real and personal property, tangible and intangible;
  11. Approve honorary degrees upon recommendations of a Joint Faculty-Trustee Committee on Honorary Degrees and Citations; and
  12. Authorize by three-fourths' vote of the members of the Board present the issuing of bonds, notes or other debt obligations for the construction, expansion, renovation and acquisition of buildings, equipment and property (unrestricted endowments and other unrestricted assets may be pledged as security for such projects).

ARTICLE II 

MEETINGS

SECTION 1.      There shall be three regular Meetings of the Board of Trustees annually, which shall be held in the Winter, Spring, and Fall on such date and place as may be designated either by the Board or by any two of the Chair, Chair-Elect, President, Treasurer and the Secretary.  The Annual Meeting of the Board shall be the Fall meeting.  Sixteen (16) of said Trustees shall constitute a quorum for the transaction of business.

SECTION 2.      Special Meetings of the Board may be held at the call of any two of the Chair, Chair-Elect, President, Secretary, or Standing Committee Chair, and must be called upon the request in writing (which shall set forth the objectives of the Meeting) of any five members of the Board.

Meetings may be conducted by mail, electronic mail, conference call, or by any other means the Trustees shall decide.

The Secretary shall mail notice of the time and place of all regular and special Meetings of the Board to each Trustee on or before the 15th day prior to the date of said Meeting.

SECTION 3.      The Board Chair, Chair-Elect, President of the College, and Board Secretary shall prepare an agenda of the subjects to be considered at each regular Meeting of the Board.  There shall be included in the agenda any subject requested by any member of the Board.  This agenda, together with all reports of Officers and Committees containing any recommendations requiring action by the Board, shall be sent to each member of the Board by the Secretary with the notice of the meeting.  No action shall be taken at the Meeting on any subject not contained in the agenda except by two-thirds(2/3) vote of the Trustees present at the Meeting.  All business to be transacted at any Special Meeting of the Board shall be specified in the notice of the Meeting.

SECTION 4.      Whenever any notice is required by these Bylaws to be given to any member of the Board, any member of the Executive Committee, or any member of other Standing or special Committee of the Corporation, a waiver of such notice in writing signed by such member, whether before or after the time stated therein or required for such notice, shall be equivalent to the giving of such notice.  Any action required to be taken at a Meeting of the members may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.  

ARTICLE III 

OFFICERS OF THE CORPORATION

 SECTION 1.      The officers of the Corporation shall be Board Chair, Chair-Elect, President of the College, Secretary, and Treasurer.

The Board may appoint other Officers of the Corporation as they deem appropriate and shall define their duties and responsibilities.

SECTION 2.      The Board Chair, Chair-Elect, Secretary, Treasurer and any other corporate Officers shall be elected at the Annual Meeting (Fall) of the Board and shall assume office at the end of the Meeting for the ensuing year unless specified otherwise in these Bylaws.  Vacancies may be filled at any Meeting of the Board.  The President shall be elected by the Board whenever a vacancy occurs and shall hold office at the pleasure of the Board.

SECTION 3.      The Board Chair shall be its presiding officer.  The Chair's powers and duties shall be such as are prescribed by these Bylaws, provided by law and as may be prescribed by the Board from time to time.  The Board Chair shall annually appoint all Committee Chairs in consultation with the Committee on Trusteeship and the President except as otherwise provided in the Bylaws.  The Chair shall be notified of and have right to attend all Committee Meetings.

SECTION 4.      The Board Chair-Elect shall perform temporarily all the duties of the Chair in the absence of the Chair or in case of the Chair's inability to act and perform other duties as the Board Chair may so delegate or direct.  The Board Vice-Chair who shall have the longest length of term of service as Vice-Chair shall perform temporarily all the duties of the Chair in the absence of the Chair or Chair-Elect.

SECTION 5.      The President of the College shall be the Chief Executive Officer of the College and the official adviser to and executive agent of the Board and its Executive Committee.  The President shall, as educational and administrative head of the College, exercise a general superintendence over all the affairs of the institution, and bring such matters to the attention of the Board as are appropriate to keep the Board fully informed to meet its policy-making responsibilities.  The President shall have power, on behalf of the Trustees, to perform all acts and execute all documents to make effective the actions of the Board or its Executive Committee.

The President shall formulate, revise, amend, monitor and present to the Board annually for its review and approval long-range plans for the College.

Except as otherwise provided in these Bylaws, the President shall be ex-officio a member of the Board and all committees of the Board, unless otherwise provided in the Bylaws, without power to vote.

The President or the President's designated representative shall prepare and submit to the Business Affairs Policy Committee not later than the May meeting of the Board a proposed budget for the next fiscal year.

SECTION 6.      The Vice Presidents of the College shall be appointed by the Board upon recommendation of the President.  They shall have such powers and shall perform such duties as may be assigned by the President.  Unless otherwise designated by the Board, in the case of the absence of the President, the duties of that office shall be performed by any Dean or Vice President designated by the President, or in the absence of any such designation, by the Vice President for Academic Affairs and Dean of the College.  In case of the disability of the President, the duties of that office shall be performed by any person designated by the Board.

SECTION 7.      The Secretary or designee shall have custody of the seal of the College and shall attest to and affix said seal to such documents as required in the business of the College, including but not limited to deeds, bonds, mortgages, agreements, contracts, diplomas, evidences of the award of degrees, transcripts, abstracts of resolutions, certificates, Minutes, and Bylaws issued pursuant to the authority of the College.

The Secretary or designee shall give proper notice of all Meetings of the Board of Trustees and shall keep a record of the appointment of all Committees of the Board and members of the administrative and teaching staffs.

The Secretary or designee shall keep, or cause to be kept, a record of the Minutes of all Meetings of the Board and each of its Committees. 

An individual may only serve three(3) consecutive one(1)-year terms as Secretary.

SECTION 8.      The Treasurer is the Vice President for Business Affairs, who is the chief financial officer of the College.  The Treasurer shall have the duty to keep, or cause to be kept, full and accurate accounts of all receipts and disbursements.  The Treasurer shall carry out all functions and responsibilities under the supervision and direction of the President.  The Treasurer shall be responsible for the preparation of any Corporate financial reports as may be required by departments of government; the Board; the Audit, Business Affairs, or Executive Committees; or the Board Chair or Chair-Elect.

The Treasurer shall, in the name of the College, give receipts for monies or property as shall be required, deposit funds in accordance with resolution and direction of the Business Affairs Policy Committee or the Board, and safeguard the money of the College.  The Treasurer shall keep informed as to all investments and income, receipts, and disbursements.  The Treasurer shall have custody of all monies and securities of the College.  The Treasurer shall not pay out any money unless by order of the Board or under such regulations or with such approval as the Business Affairs Policy Committee may prescribe.  The Treasurer shall cooperate with any independent auditors or certified public accountants retained by the Board for the purpose of conducting audits of the accounts of the College, and shall make reports at Meetings of the Board, the Audit Committee and Business Affairs Policy Committee with respect to the financial condition of the College at such time and in such form as the Board or the Committees may duly require.

The Treasurer shall give a bond to the College faithfully to perform the duties of the Office, and to account for all monies and other matters and things which may come into the Treasurer's possession by virtue of said Office, in such amount as the Audit Committee shall direct.

ARTICLE IV 

COMMITTEES

SECTION 1.      The Standing Committees of the Board of Trustees shall be: Executive Committee; four policy committees: (1) Academic Affairs, (2) Business Affairs, (3) Enrollment and Student Affairs, and (4) Alumni and College Advancement; an Audit Committee, a Compensation Committee, and a Committee on Trusteeship.  An individual may only serve three(3) consecutive one(1)-year terms as the Chair of the same Committee with the exception of the Executive Committee Chair.

The Policy Committees may create any such Sub-committees or Councils as they may deem necessary to fulfill their responsibilities.  Such sub-committees or councils may include non-Trustees among their membership.  The Chair of each policy committee shall be appointed annually by the Board Chair in consultation with the Committee on Trusteeship and the President.  Such policy committee chairs shall be referred to and carry the designation of Vice-Chair of the Board for (committee name).

Each Trustee shall serve as a member of a Policy Committee for a period of one year and may be reappointed.

SECTION 2.      The Executive Committee shall consist of the Chair, Immediate Past Chair, Chair-Elect, Vice-Chairs, Chair of the Committee on Trusteeship, President, Secretary, and up to two (2) additional Voting Trustees.  The Immediate Past Chair will sit on the Executive Committee for one year following his or her term as Board Chair.  The Vice Chairs, Secretary, and Chair of the Committee on Trusteeship may serve on the Executive Committee for three (3) consecutive one (1)-year appointments at which time they shall be ineligible for further appointment as a Vice-Chair, Secretary, or Chair of the Committee on Trusteeship for a period of one (1) year.  Any Trustee shall be eligible for the two additional Voting Trustee positions on the Executive Committee, without regard to term limits applicable to other positions.  The Board Chair shall serve as Chair of the Executive Committee.  A majority of the Committee shall constitute a quorum and action shall be by a majority vote of the members present.

Between Meetings of the Board, the Executive Committee shall have general supervision of the administration and property of the College except that unless specifically empowered by the Board to do so, it may not take any action inconsistent with a prior act of the Board, award degrees, alter Bylaws, locate permanent buildings on tax-exempt property held for College purposes, remove or appoint the President of the College, or take any action which has been reserved by the Board.

Meetings of the Executive Committee may be called by the Chair of the Committee, the President, or any two members of the Committee.  Reasonable notice of Meetings shall be given to all members.  A report of the Meeting shall be sent to the members of the Board.

The Executive Committee shall have power to appoint in any manner it sees fit, such other Ad Hoc or Special Committees as it may desire, and assign to them such duties as it may deem advisable providing such duties are not held by the Standing Committees.  The members of such Committees need not be members of the Executive Committee nor of the Board.

SECTION 3.      The Academic Affairs Policy Committee shall consist of at least five members of the Board appointed by the Board Chair after consultation with the Committee on Trusteeship, and the President.  The Vice President for Academic Affairs and Dean of the College, and the President will serve (without vote) as Committee members.

The purpose of the Academic Affairs Policy Committee is to inform itself and to make policy recommendations concerning all matters relating to the academic goals and curricular programs at the College including degree requirements, quality of instruction and related matters.  In addition, the Committee will recommend such faculty personnel policies as those concerned with compensation, retirement, and performance evaluation, and shall advise the Business Affairs Policy Committee on the financial requirements of the academic programs.

The Committee shall work closely with the President in order to assure that it does not come between the administration and the faculty and thus become needlessly involved in internal administrative functions.

The Committee shall meet at least three times a year preceding the regular Board Meetings.  Other Meetings may be called by the Vice-Chair as necessary.  A Committee report shall be presented at each regular Board Meeting.

SECTION 4.      The Business Affairs Policy Committee shall consist of at least five members of the Board appointed by the Board Chair after consultation with the Committee on Trusteeship and President.  The President and Treasurer will serve (without vote) as Committee members.

This Committee shall be responsible to the Board for recommending business policy for the effective and efficient operation of the College, and shall review College operation so as to evaluate adherence to policy and achievement with respect to any business functions of the College such as, but not limited to: annual and capital budget, business records and systems, business planning, legal functions, non-academic personnel, auxiliary enterprises, buildings and grounds, and shall have charge of all the assets and investments of the College, including the power to effectuate purchases, sales, or exchanges of securities or other investment assets of the College.  The Committee may employ investment counsel and may delegate authority to purchase or sell securities for the account of the College to such investment counsel or to any Officer of the College subject to such limitations as the Committee may impose.  It shall advise the President and recommend to the Board both immediate action and long-range business and financial programs and plans.

A Committee report shall be presented at each regular Board Meeting.  The Committee shall meet at least three times a year preceding the regular Board Meetings.

SECTION 5.      The Enrollment and Student Affairs Policy Committee shall consist of at least five members of the board appointed by the Board Chair after consultation with the Committee on Trusteeship and the President.  The Dean of Students, Dean of Admissions and Financial Assistance, College Chaplain, and President will serve (without vote) as Committee members.

The purpose of the Enrollment and Student Affairs Policy Committee is to inform itself and make policy recommendations to the Board concerning all matters pertaining to student recruitment, retention, and the quality of student life on the campus other than matters relating to the academic program.

The Committee shall advise the Business Affairs Policy Committee of the financial requirements of its undertakings and proposals.

The Committee shall meet at least three times a year preceding the regular Board Meetings.   A Committee report shall be presented at each regular Board Meeting.

SECTION 6.      The Alumni and College Advancement Policy Committee shall consist of at least five members of the Board appointed by the Board Chair after consultation with the Committee on Trusteeship and the President.  The Vice President for Alumni and College Advancement and President shall serve (without vote) as Committee members.

The purpose of the Alumni and College Advancement Policy Committee is to formulate, review, monitor, provide leadership and recommend to the Board policies and programs for development encompassing all fund raising and public relations.  It shall provide estimates of income from all fund raising.

The Committee shall meet at least three times a year preceding the regular Board Meetings.  A Committee report shall be presented at each regular Board Meeting.

SECTION 7.      The Audit Committee shall be appointed by the Board Chair at the Annual Meeting of the Board and shall consist of not less than three(3) members of the Board not members of the Executive Committee, Business Affairs Committee, or Officers of the Corporation.  The President shall not be a member of the Audit Committee, but may, upon invitation of the Committee, attend any meeting.

The Audit Committee shall periodically appraise the financial control and accounting systems of the College and recommend any changes it deems appropriate.  It shall recommend the designation of an independent auditor each year and shall cause to be prepared and submitted to the Board at least once a year an audited statement of the financial condition of the College as of the close of the fiscal year and of the receipts and expenditures for each year.  The Committee may request any designated independent auditor, or any officer or employee of the College, to appear before it to report on the financial condition of the College and answer any questions the committee might have.

A Committee report shall be presented at regular Meetings of the Board.

SECTION 8.      The Compensation Committee shall consist of four(4) members of the Board, one of whom shall be the Immediate Past Chair, if available.  The President shall not be a member of the Compensation Committee.

The Compensation Committee shall create and monitor the President’s compensation plans, including any incentive arrangements.  The Compensation Committee shall also consult with the President with respect to the performance, base pay and incentive plans for the President’s Council members.  The Compensation Committee shall also review the College’s overall compensation practices, particularly faculty compensation, for appropriateness, fairness, and strategic fit.

The Committee may consider the retention of outside consultants to assist in the above duties.

SECTION 9.      The Committee on Trusteeship shall consist of ten (10) members and shall include the President, and nine(9) elected Trustees. Three Trustees shall be elected annually by the Board from a slate submitted by the Board Chair or through nominations from the floor for a three(3)-year term, or until their term as Trustee expires.  The unexpired term of any member who shall cease to serve as a Trustee shall be filled in the same manner as set forth above.  The Board Chair shall not be eligible for membership.

The Committee on Trusteeship is to make nominations for membership on the Board, including Life Trustees and Honorary Trustees.  The Committee also nominates the Chair, Chair-Elect, Secretary, and Treasurer.  The names of the nominees shall be sent to each member of the Board with the notice of the Board Meeting at which elections are to take place.  In the case of persons nominated for the first time for Board membership, there will be also forwarded statements about the background and qualifications of such nominees.

The Committee on Trusteeship shall be responsible for the orientation, continuing education, and criteria for evaluation of performance of Board members.

The Committee shall meet as needed and report as necessary.

SECTION 10.  The Board may authorize the appointment of Ad Hoc and Special Committees and specify their purposes and duties.

ARTICLE V 

FACULTY

SECTION 1.      The faculty shall consist of the President, the Vice-Presidents, the Deans, the Professors, the Associate Professors, the Assistant Professors, the Instructors, the Librarians, the Registrar, and such other teachers and administrative officers as may be nominated by the President and approved by the Board.

The President shall be the presiding officer of the Faculty.  The Vice President for Academic Affairs and Dean of the College shall be the second presiding officer of the Faculty, and shall normally represent the President in the President's absence in all College matters relating to academic and campus procedures.

SECTION 2.      The Faculty shall, subject to the approval of the Board, have control of all matters connected with the educational, social, moral and religious work of the College.  They shall determine the courses of study, the methods of instruction, and the standards of admission, promotion and graduation of students.  They shall determine the character and method of administering discipline.

The Faculty may delegate to committees of its own constitution such of its powers and functions as it may see fit.

The Faculty shall consider all candidates for degrees and recommend to the Board for favorable action such as have complied with the requirements of the College for degrees in course.

ARTICLE VI 

INDEMNIFICATION OF TRUSTEES AND OFFICERS 

SECTION 1.      INDEMNIFICATION.  The College shall indemnify each person who is or was a Trustee or officer of the College, or who is serving or has served at the request of the College as a director, trustee, or officer of another corporation, partnership, joint venture, trust or other enterprise, and may indemnify any person who is or was an employee, agent, or volunteer of the College and any person who is serving or has served at the College's request as an employee, or volunteer, of any other enterprise, to the fullest extent from time to time permitted by the laws of the State of Iowa and the Iowa Non-Profit Corporations Act, as the same may be amended and supplemented from time to time, in the event any of such persons were or are a party, or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.  The indemnification provided for by this Article, includes, but is not limited to, losses occasioned by the negligence of any Trustee, officer, agent or volunteer, and shall not be deemed exclusive of any other right to which a person seeking indemnification may be entitled under any agreement, votes by disinterested Trustees or otherwise, and shall continue as to a person who has ceased to be a Trustee, officer, employee, volunteer or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 2.      INSURANCE.  The College may purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee, agent or volunteer of the College, or who is or was serving at the request of the College as a director, officer, employee, agent or volunteer of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the College would have had the power to indemnify him or her against such liability pursuant to this Article VI of these Bylaws.

SECTION 3.      ADVANCE PAYMENTS.  Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the College in advance of the final disposition of such action, suit or proceedings, as authorized by the Board of Trustees in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the College as authorized by this Article VI.

ARTICLE VII 

CONFLICTS OF INTEREST

A Trustee shall be considered to have a conflict of interest if (a) such Trustee has existing or potential financial or other interests which impair or might reasonably appear to impair such member's independent, unbiased judgment in the discharge of responsibilities to the College, or (b) such Trustee is aware that a family member (which for purposes of this paragraph shall be a spouse, parents, siblings, children and any other relative if the latter reside in the same household as the Trustee), or any organization in which such Trustee (or family member) is an officer, director, employee, member, partner, Trustee, or controlling stockholder, has such existing or potential financial or other interests.  All Trustees shall disclose to the Board any possible conflict of interest at the earliest practicable time.  No Trustee shall vote on any matter, under consideration at a Board or Committee Meeting, in which such Trustee has a conflict of interest.  The Minutes of such Meeting shall reflect that a disclosure was made and that the Trustee having a conflict of interest abstained from voting.  Any Trustee who is uncertain whether he or she has a conflict of interest in any matter may request the Board or Committee to determine whether a conflict of interest exists, and the Board or Committee shall resolve the question by majority vote.

ARTICLE VIII 

AMENDMENTS OF BYLAWS

These Bylaws may be amended at any regular Meeting of the Board of Trustees, or at a special Meeting, by a majority of those present and voting, provided that a copy of the proposed amendments has been filed with the Secretary in advance of the Meeting, and a copy thereof mailed by the Secretary to each Trustee with notice of the Meeting on or before the fifteenth day prior to the date of the Meeting at which the same will be presented.

ARTICLE IX 

EFFECTIVE DATE

All former Bylaws are hereby repealed as of the end of the February 2013 Meeting of the Board of Trustees, at which time these Bylaws shall become effective, except that all Trustees, Officers of the College and Committees shall continue to serve as specified in the Bylaws, and if not otherwise specified, until the expiration of the term for which elected or appointed.

© 2013 Cornell College | 600 First Street SW, Mount Vernon, IA 52314 | (319) 895-4000 | Contact Us | Website Feedback