exhibit 16 2013 bylaws proposed changes

7/28/2019 Exhibit 16 2013 Bylaws Proposed Changes

1/16

1 Redlined to reflect proposed changes to Bylaws2 approved at the May 2012 membership meeting.3 LA SIERRA UNIVERSITY4 BYLAWS15 ARTICLE ONE: Name6 The name of this C01poration is La Siena University, hereinafter refened to as "the University."

7 ARTICLE TWO: Location8 The principal office of the University is located in the City and County of Riverside, State of9 Califomia. The Board ofTmstees (Aliicle Six) (which may also be refened to as the "Board") may

10 at any time establish branch or subordinate offices at any place or places where the University is11 qualified to conduct its activities.

12 ARTICLE THREE: Legal Entity13 The tem1 "La Siena University;" is used to refer to the entire organization and is the legal entity14 responsible for the fimctioning of its various divisions which include but are not limited to the15 University campus.

16 ARTICLE FOUR: Purposes17 The University is an institution ofhigher education sponsored and maintained by the Pacific Union18 Conference of Seventh-day Adventists ("Pacificas pati of the system ofeducational19 institutions established throughout the world by the Seventh-day Adventist Chmch.20 The University is operated by its Board ofTmstees as an integral pati of he Pacific Union21 Con:ferooee of Seventh day t''..:dventists.22 The patiiculru objectives for which the University is f01med rue set fotih in the Alticles of23 Incorporation as filed with the Secretruy of State of he State of Califomia.

1 These explanatory footnotes are part of the Articles and BylawsCommittee's report to the 2013 special constituency session and arenot a part of the bylaws. These footnotes will not appear in thebylaws, as adopted. The line numbers in the left margin will also beeliminated from the final version.2 Later references to the union use this shorter name.2012 Bylaws-2013 Revisions-final recommendations-20130131 Bylaws: Page 1 of 16


2/16

24 ARTICLE FIVE: Constituent Membership25 Section 5.1 Membership: The University shall have a Constituent Membership as provided for in26 Section 5.3. Members shall have only those rights and duties as specifically set fmth in these27 Bylaws. h1 addition, the University may refer to persons associated with it as "members" even28 though those persons are not members as herein defined. No such reference shall constitute anyone29 a member within the meaning of Section 5056 of he Califomia Corporations Code.

30 Section 5.2 Functions of the Membership: It shall be the function of the constituent members to31 attend official Constituent Membership meetings of he University; to infmm themselves on the32 business of the University to be transacted; to elect the members of he Borud ofTmstees; to receive33 the report of he auditor (Article Eight) for the previous period; to amend the Alticles of34 fucorporation; to adopt, amend, or repeal the Bylaws as se t fmth in A.Iticle Ten hereof; to dispose of35 all or substantially all the corporate assets; to adopt, amend, or repeal a merger agreement; to wind36 up and dissolve the University; and to transact such other business as may be submitted to the3 7 Constituent Membership by the Borud of Tmstees. All other cmporate authority shall be resetved38 to the Board ofTmstees. Constituent members shall setve only for the meetings of the Constituent39 Membership for which they rue appointed.

40 Section 5.3 Designation ofMembership: The constituent members of he University shall be41 members of the Seventh-day Adventist Church and, subject to tllis condition, except as provided for42 in c. below, shall include the following:43 a. The members of the Executive Committ.ee of the Pacific Union CoH:fefOftee Elo;'44 l.::dvelifists.45 b. Two (2) representatives from the AIizona Conference of Seventh-day Adventists and three46 (3) representatives each from the Southeastem Califomia a11d Southem Califomia4 7 conferences ofSeventh-day Adventists. These representatives shall be elected by the48 Executive Cotmnittee of the Pacific Union CoHtefOftee ofevenili EloyAdveatists :fi:om49 nonlinations submitted by the e,Executive eCommittees of the respective conferences, which50 shall consider suggestions made by the Borud of Directors of the Alumni Association.51 c. The tmstees of the University, one of whom may be a non-Seventh-day Adventist Christian,52 as provided for in Section 6.2.53 d. The provost a11d vice presidents of the University and the dea11s of the College and Schools54 of the University.55 e. The chair of he Faculty Senate plus four (4) additional faculty representatives elected by the56 Faculty Senate, plus two (2) additional representatives of the non-faculty staffselected by57 the staffof the University.58 f. Two (2) representatives from runong the elected officers of he Student Association ofLa59 Siena University chosen by vote of the Student Senate.60 g. Six (6) representatives of the Borud ofDirectors of the Ahunni Association as follows:61 president, president-elect, and four members elected by the Borud of Directors.

2012 By1aws-2013 Revisions-final recommendations-20130131 Bylaws: Page 2 of 16


3/16

62 h. Additional constituent members may be seated by a two-thirds (2/3) vote of the constituent63 members as defined above.

64 Section 5.4 Constituent Membership Meetings: Constituent Membership meetings shall be held on65 the campus of he University not less frequently than in altemate academic years. Notice ofsuch66 regular or special meetings shall be given in writing, as required in Section 13.2, not less than thitty67 (30) days nor more than ninety (90) days prior to the date of such meeting, according to a list of68 constituent members ce1tified by the president. In addition, notice will be published in the Pacific69 Union Recorder not less than thitty (30) days nor more than ninety (90) days prior to the date of the70 meeting. An agenda, together with supp01ting materials, shall be mailed or sent as provided in71 Section 13.2 not less than ten (10) days prior to the date of the meeting. Supp01ting materials shall72 include a list of Board nominees and their backgrmmd, along with an e-mail address for constituent73 members to use to submit comments on Board nominees to the Nominating Committee.

74 Section 5.5 Officers of the Constituent Membership: The Constituent Membership in session shall75 be chaired by the president of the Pacific Union Coafereace of SeveH:th day l ..dveH:tists .

76 Section 5.6 Nominating Committee: The Board ofTrustees shall appoint a Nominating77 Committee. This committee shall meet at least sixty (60) days prior to the regular meetings of the78 Constituent Membership and shall consist ofBoard's trusteeship committee (the chair of which79 shall chair the Nominating Committee), together with four (4) additional members appointed by the80 Board as follows:81 a. A faculty member appointed from at least three (3) nominees submitted by the Faculty82 Senate.83 b. A student appointed from at least three (3) nominees submitted by the Student Senate of the84 Student Association ofLa Siena University.85 c. An alumnus appointed from at least three (3) nominees submitted by the Board of Directors86 of the Almnni Association.87 d. A staffmember appointed from at least three (3) nominees submitted by the staff.88 With the exception of those trustees appointed ex officio pursuant to Section 6.2 a, b, c, and d, the89 Nominating Committee shall nominate persons for election to the Board ofTmstees. The90 Nominating Committ.ee shall serve for only one (1) meeting of the Constituent Membership and91 shall rep011 its n01ninations to the Constituent Membership in session. If the Constituent92 Membership by majority vote objects to the rep011 or any prut of it, the portion of the rep01t to93 which objection is made shall be retumed to the Nominating Committee dming the session for94 fruther consideration and rep01t. The Borud's tmsteeship committee shall have an ongoing95 responsibility between meetings of the Constituent Membership to col lect nrunes of potential Board96 n01ninees, both for the pmpose ofadvising the Nominating Connnittee and for the pmpose of97 making reconnnendations to the Borud regruding the filling of Board vacancies between meetings98 of the Constituent Membership.

2012 Bylaws-2013 Revisions-final recommendations-20130131 Bylaws: Page 3 of 16


4/16

99 Section 5.7 Alticles andBylaws Committee: The Board ofTmstees shall appoint an Alticles and100 Bylaws Committee. This committee shall meet at least ninety (90) days prior to the regular101 meetings of the Constituent Membership and shall consist ofsix (6) members appointed as follows:102 a. The chair of the Board ofTmstees or designee.103 b. Two (2) tJ.ustees, one of whom shall be designated by the chair of the Board ofTmstees as104 committee chair.105 c. The president or designee.106 d. A faculty member appointed from three (3) nominees submitted by the Faculty Senate.107 e. A staff member appointed from three (3) nominees submitted by the staff.108 The University's legal cmmsel shall serve as non-voting advisor to the committee. The members of109 the Alticles and Bylaws Committee shall setve for two (2) regular meetings of the Constituent110 Membership after which the Board shall appoint and reappoint the membership of the committee.111 The Alticles and Bylaws Committee shall review the Alticles oflncmp oration and the Bylaws and112 suggest possible amendments to the Constituent Membership in session for consideration and113 adoption pursuant to Alticle Ten of hese Bylaws.

114 Section 5.8 Special Meetings: A special meeting of the Constituent Membership may be called by115 vote of the Board ofTrustees or upon the written request ofnot fewer than twenty percent (20%) of116 the constituent members as defined in Section 5.3 of hi,s Alticle, such written request having been117 delivered to the chair, vice chair, or president. The president shall give notice ofsuch a special118 meeting in the same manner as for a regular meeting. Such notice shall specify the items of119 business to be considered. Only items ofbusiness so specified in the notice shall be considered at120 that special meeting.

121 Section 5.9 Ouonnn: Except to adjoum, a majority of he authorized number ofmembers shall122 constitute a quomm of the Constituent Membership for the tJ.ansaction ofbusiness. A meeting at123 which a quomm is initially present may continue to transact business notwithstanding the loss of124 quotum, ifany action taken is approved by at least a majority of the required quomm for such125 meeting, or such greater number as is required by these Bylaws.

126 Section 5.10 Voting: Voting shall be by roll call or hand vote at the discretion of the chair, unless a127 secret ballot is requested by any member. Ballots shall be counted by a committ.ee of three tellers128 appointed by chair.

129 Section Y.- .11 One Member, One Vote: Each constituent member shall have only one vote,tl:ft4130 eftly eH:e , on any question. No member may vote or act by proxy, except as provided for in Section131 14.2.



5/16

132133134135136137138139140141142

143144145146147148149150151

152153154155156157158159160161

ARTICLE SIX: TrusteesSection 6.1 Board ofTrustees: Subject to the provisions of the Califomia Cotporations Code andany limitations in the Alticles offucotpora tion or these Bylaws, and in accordance with the religiousprinciples of he Seventh-day Adventist Chmch, the temporal activities, business, and affairs of theUniversity shall be managed and all cmporate powers shall be exercised by, or under the directionof, the Board ofTmstees . Tmstees shall be persons capable of contributing to the enhancement ofthe University through church or community leadership, educational expeltise, fmancial suppolt, orpersonal effmi.Section 6.2 Tmstee Membership: The Board ofTrustees shall have a membership of twenty-three(23) persons, all ofwhom shall be Christians and at least twenty-two (22) ofwhom shall bemembers of the Seventh-day Adventist Church. The following persons shall be trustees:

a. The president, secretaty, treasurer, and vice president of he Pacific Union efSeventh: day Adea:tists.

b. The presidents of the Arizona, Southeastem Califomia, and Southem CalifomiaeConferences ofSeventh-day Adventists.c. The director of educationof he Pacific Union Coa:ierenee of SC';ent-1-1 day P..dventists.d. The president of the University.e. Fomteen (14) other persons elected by the Constituent Membership. At least H:ifte..twelve(9-11) of these trustees shall not be employed by any entity of he Seventh-day Adventist

Section 6.3 Tetm ofOffice: The trustees described in Subsection 6.2.e (the "elected tr11stees") shall,unless removed or resigning from office, hold office lmtil their successors are duly elected. Thetetm ofoffice for each elected tr1IStee commences on the first day of the first fiscal year after theelectionof such trustee. An elected trustee's tetm ofoffice shall continue through the last day of thefiscal year in which that tr11stee's successor is duly elected. The tetm(s) ofoffice for elected tniSteesshall be as follows: (a) an initial tetm ofnot-to-exceed two (2) years; (b) no more than three (3)additional consecutive four (4)-year tetms; and (c) no more than fomteen (14) consecutive yearsoerall, YBless the Coastit:HeBt Membership approves a1 eKeeptioa Hpoa speeial reqHestby he4Board ofTmstees.- The tetms ofthe elected tr11Stees shall be staggered, so that the tetms ofnomore than five elected trustees expire at any one tin1e.

3 This change conforms to the long-standing practice of having amajority of the board consist of laypersons.4 While this fixes the outside term of a board member at 14 years. itwould still allow the constituency to re-elect that board member after2012 By1aws-2013 Revisions-final recommendations-20130131 Bylaws: Page 5 of 16


6/16

162 Section 6.4 Tmstees Emeritus and Emerita: The Board ofTmstees may elect as Tmstee Emeritus163 or Emerita any person who has had extraordinmy and distinctive service to the University that164 merits exceptional recognition and who has se1ved at least twelve (12) years. The tmsteeship165 committee shall review nominations from whatever source and recommend individuals to the166 Board for consideration. Tmstees Emeritus and Emerita shall receive all notices and minutes sent167 to other trustees and invitations to attend meetings of the Board ofTmstees with voice but without168 vote. They may also se1ve as invitees to committees of the Board ofTmstees.169 Section 6.5 of the Board ofTmstees: The pfesideat of the Paeifie Uffion Confefenee170 ofSeen4. day 1\dYentists shall se1ve as chair of the Boad ofTmstees. It shall be the fimctioa of171 the ehaif: The officers of he Board ofTmstees shall consist of a chair and vice-chair. The chair and172 vice chair of the Board ofTmstees shall each be elected for a two-year te1m at the first meeting of173 the Board ofTmstees following the meeting of the Constituent Membership, with the17 4 president se1ving as acting chair until the board chair is elected. The chair shall be elected from the175 tn.1stees described in Subsections 6.2.a, above, and the vice chair shall be elected from the tmstees176 described in Subsection6.2.e, above; provided, however. that neither the chair nor vice chair may177 be the chair or vice chair of the bomd of any other accredited institution ofhigher The178 duties ofofficers are as follows:.

a two-year break. This change is intended to apply prospectively, andwill not affect any existing board members.5 The committee is recommending the following changes:

(a) That the chair be elected from one of the union officers,rather than automatically being the union president. Thisallows the board to select its own chair, while leaving boardleadership with a union officer.

(b) That the vice chair be a layperson (reflecting the board'spractice since 1996).(c) That neither the chair or vice chair serve as chair or vicechair of another university or college. This addresses aWASC concern ofeliminating a possible conflict-of-interest

in the leadership of two institutions {i.e., La Sierra and PUC).(d) That the description of the Board officers and their duties beconsolidated here from existing Sections 6. 5 and 6. 6.

6 The changes here and at Sections 6.8 and 7.2 reflect an emphasis onthe board setting basic university policy, then holding the presidentaccountable for the implementation of that policy.2012 Bylaws-2013 Revisions-final recommendations-20130131 Bylaws: Page 6 of 16


7/16

179180181182183184185186187188189190191192193194195

a. It shall be the fi.mction of he chan:&.-LTo plan (in consultation with the president) and preside at meetings of the

Constituent Membership of the University and of the Board ofTmstees .b-:2.To ensme that all actions of the Constituent Membership and all actions of he Board

ofTmstees are cauied into effect solely through the University president.e-:-LTo invite additional persons as consultants to attend meetings of he Board of

Tmstees or its cmmnittees.4. To have the Board assess the strengths and weaknesses of the Board and its

committees. and to have the Board devise a plan to address any apparent needs.5. To ensme that the Board is well infonned about and engaged with the University's

issues and needs.4-6 .To eeBSlHt with tl:te Uftiyctsit=y aEIHHBistfatieB have ongoing consultation with the

president between meetings of he Board ofTmstees regarding progress in meetingthe goals and objectives established by the Board.

e-:-7. To be available to represent the Board ofTmstees at Universi ty functions.f.,LTo lead, with the president, the Board ofTmstees in raising fi.mds for the University.%:',9 .To perfmm such other duties as the Board ofTmstees shall delegate.

196 b . It shall be the fi.mction of he vice chair. in the absence of he chair or in the case of the197 chair' s inability to ac t or at the request of the chair, to exercise all functions of the chair198 and to perfonn such other duties as the Board shall delegate.

199 eetiofl 6.6 Vice Cftati oHlte Boanl ofTt'Hstees: The viee elta:H oHlte Board ofTrustees shall be200 elected ier a year tertB irem etBeng the tt:Yetees at tlte First tBeetiBg eftlte "Qeard efTntstees201 ffilloNing tlte regulm meetffig of tlte CoflStiS:teftt Membersl:Hp . R shall be the fuBetioa of he viee202 chaii, in the abseBee of he chaiior in the ease of he ehaii's inability to aet or at the request of the203 chair, to eJrereise all ftlfletiofls oftlte elta:tr.204 Section6.+6 Vacancies: Removal: The Board ofTmstees shall fill any vacancy occmTing in its205 membership or in the position of chair or vice chair for the unexpired texm; provided, however, that206 there may be up to fom (4) vacancies ofelected trustees (defined in Section 6.3) without being207 requned to fill such vacancies during the period between Constituent Membership meetings. A208 tmstee may be removed from office -or from the position ofchair or vice chan, with or without209 cause, upon a vote of two-thirds (2/3) of the ti11stees present at a meeting for which the notice of210 such meeting includes the removal as an agenda item. Fai lme to attend two-thllds (2/3) of the211 tmstees' meetings in a given fiscal year (endlltg each Jtme 30), the exact number to be rounded212 downward to the nearest whole number, will result in automatic removal unless a majority of the213 total membership of he Board ofTmstees votes to retain.

214 Section 6.&7 Open Meetn1gs: Meetings of he Board ofTmstees shall be open to attendance by215 University employeeS; and students, except when the meeting or poxtion ofa meeting is declared an



8/16

216 executive session by vote of the tmstees. Additional persons may be invited to attend meetings of217 the tmstees by the chair or by vote of the Board of Tmstees.

218 Section 6.98 Board Duties and Authority: The Board shall guide the University wisely in219 fulfilling its mission in higher education in the context of the educational, occupational, moral,220 spiritual, and social needs and challenges of the Seventh-day Adventist Church and in service to221 the Pacific Union. The Board will conduct its business in an exemplruy fashion and with222 appropriate transparency, adhering to the highest ethical standards. ensuring the cunency of223 Board govemance policies and practices. and periodically assessing the perfonnance of the224 Board, its committees, ru1d its members. The Board shall be responsible for the well-being,225 promotion, and suppott of the mission of the University and shall develop the necessary fmancial226 support adequate for the operation and development of the University. The president is227 accountable to the Borud of Trustees for the operation of the University and for228 recommendations in policy and planning. The Board ofTmstees reserves to itse lf fmal authority229 for cettain approvals, authorizations, and control. The ftmctions of the Board shall 230 aot be limited to the following:Z231 a. To establish, revise, disseminate, and ensure proper implementation of the University's232 mission and major policies, and to ensure that the University's mission and policies rue23 3 aligned with the goals, philosophy, and objectives of he Seventh-day Adventist Church.234 b. To order and control all affa.i:rs aad busffiess, atid to be i:nfon'fl:ed ofthe work of the vmi.ous235 schools, depmiments, eoiiHH:i:ttees IHld programs.236 e. To fontRdete, fevise , aHa mai:Htai:H ofiieial polieies.237 d. To appl'Ove major policy hatidbooks.238 e. To remove from membership oa tHe Board ofTrustees for cauBe aad declare 'lacaBt the239 seat of lti)' tmstee, pl'Ovided howex;er that seeh retnOvaliHld deelmati:oft shall be apptw.'ed240 by an affinuati:ve vote ofRot less tHan t\vo thifds (2/3) ofthe total membership of he241 'Boata ofTrustees.242 ecruit, appoint, protnOte, di:seiplffie, or Eli:seoRtiRUe and suppott the president;243 the provost, vice presiEleHts, deaHs, ad.nHRistrative departmeat directors, academic244 Elepat1meHt chairs, Oiid faculty. Eneept for the presideftt, the Board ofTrastees may245 delegate tHe appointmeHt, promotioft, demoti:oft, or remoel of these Oiid other persoooel.246 as the chiefexecutive officer charged with the leadership of the institution: to evaluate247 the effectiveness of the president: and to make changes in the office of the president in248 hatmony with the goals, philosophy, and objectives of the University.

7 The changes here and at Sections 6.5 and 7.2 reflect an emphasis onthe board setting basic university policy, then holding the presidentaccountable for the implementation of that policy. In addition, theboard policy manual (see paragraph (p)) provides the board with anadditional means of setting the board's expectations for the universityand the president.2012 By1aws-2013 Revisions-final recommendations-20130131 Bylaws: Page 8 of 16


9/16

249 fc . To charge the president with the task ofleading a strategic plamling process. patticipate250 in that process. approve the strategic plan. andmonitor its progress.251 M_To award tenure to faculty members.252 h. To the efieetiveaess ofpolicies aad peisoBBel, espeeiaUy the presideBt, and to253 tnttke ehatJ:ges m anB:oB:y with the goals, philosophy, atJ:d oajeeti-ves of he UB:P;ersity.254 t:e-'-To grant emeritus status to administrators and faculty.255 f . -LT o authorize the acquisition and dispositionof real propetiy within the limitations of256 Section 5.2.257 If,..&_To auth01ize the disbursement of funds by designated officers.258 l:-!1._To auth01ize the officers (Atticle Seven) to execute annuity agreements, tmst agreements,259 life income agreements, and other documents confided to the University.260 m. To review the l\J:tieles of fieotponttioB: O:B:d these Byltl-\'+'S, atJ:d to feeoflillleB:d ehaB:ges..261 &..L_To approve the establishment or dissolution of schools, deprutments, aeademic262 pfogttmisdegrees, centers, and museums.263 e-:i__To be inf01med about and to patticipate in the accrediting process.264 adopt the annual budgets of he University and of any subsidiruy entities.265 t--LTo approve saha:y scales Sfid eoHlpeasatieB: paelEages9 major capital expenditures.266 r. To feeei>.e the aflftUal repoti oftlie auditof, and to apptwle the aftfttlfll audited fffiatJ:eifH.267 statement.10268269270271272273274275276

s. To eulti>;ate , facilitate, aB:d pefsoB:ally suppoli the fuad faisiB:g effotis of the UB:ivefsity.t. To approve and provide fia


10/16

277 o. To engage regularly, in conceit with the president with the University's major278 constih1encies.279 p. To adopt a board policv manual providinJZ effective policies to guide the Board and its280 committees, as well as Board relationships with University staff, and to facilitate281 assignment of responsibilities among them.282 exercise all of he powers confenedby the Califomia Corporations Code as it relates to283 HSH: fJI"SMt nonprofit religious corporations or other applicable laws consistent with the284 policies of the Pacific Union Coaiereaee of8eveft th dayAdvefttists.285 Section 6 ,W9 Place ofMeeting: The Board ofTmstees shall meet on the University campus in286 Riverside, Califomia, or elsewhere by designation of the chair or by vote of the tmstees. Either the287 chair or the vice chair of the Board ofTmstees shall be present at all meetings. Tmstees may288 patticipate in meetings either in person or by conference telephone or similm communication289 equipment, provided that all members patticipating can hear each other.

290 Section6.+1-10 Notice ofMeeting: Notice ofa meeting of the Bomd ofTtustees, together with291 suppmting materials, shall be given to the tmstees in writing not less than ten (1 0) days prior to the292 date of he meeting, unless notice is issued as provided in this Alticle. Notices to tmstees shallbe293 effective when sent as provided in Section 13.2.

294 Section 1 Waiver ofNotice: The trat1sactions ofany meeting of the Bomd ofTmstees,295 however called and noticed or wherever held, shall be as valid as though transacted at a meeting296 duly held after regulm call atld notice, ifa quonnn is present atld if, either before or after the297 meeting, each of the trustees not present signs a written waiver ofnotice, a consent to holding such298 meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be299 filed with the cotporate records or made a patt of the minutes of the meeting. Notice of a meeting300 shall be deemed given to any tr11stee who attends a meeting without protesting, either before or at its301 commencement, the lack ofnotice to such trustee.

302 Section6.Hl2 Ntnnber ofMeetinJZs: Regtuar meetings of the Bomd ofTmstees shall occur at303 least (J) four (4) times each yem.

304 Section 6.+413 Special Meetings: Special meetings of the Bomd ofTtustees may be called by the305 chair or the vice chair or may be called upon written request ofnot fewer than twenty percent (20%)306 of the h11stees, delivered to the chair, the vice chair, or the president. The president shall notify the307 tr11stees of such special meetings in the manner described in Section 6.1 0, except that a meeting may308 be called on shorter notice ifall of he trustees me notified of he meeting and ifa majority of the309 tmstees approve of the time set. Such notice shall specify the items ofbusiness to be considered.310 Only items ofbusiness so specified in the notice shall be considered at that special meeting.



11/16

311 Section 6.t-.14 Action by Written Consent: Any action required or pennitted to be taken by the312 Board may be taken without a meeting; if all members of the Board shall iHeivifl:sally et"313 eolleetiYely consent in writing to such action. Such action by written consent shall have the314 same force and effect as a unanimous vote of the Board at a meeting duly called and noticed.315 Each such written consent or consents shall be filed with the minutes of the proceedings of the316 Board.317 Section Quomm: Except to adjoum, a majority of the authorized number oftmstees (with318 a maiority of hose present being tmstees elected under Section 6.2.e of these Bylaws) shall319 constitute a quomm of the Borud ofTmstees for the transaction of business. A meeting at which a320 quomm is initially present may continue to transact business notwithstanding the loss ofquonun, if321 any action taken is approved by at least a majority of the required qumutn for such meeting, or such322 greater number as is requiredby this Section.

323 Section 6.-H-16 One Tmstee. One Vote: Each trustee shall have only one vote and only oBe '


12/16

347 Sect ion 7.2 President: The president shall be the chiefadmi:nistnttiYe executive officer of the348 University and shall be responsible for the general direction ofall of its operating units. The349 president or the president' s designee shall represent the University before the public, shall preside at350 all public academic occasions, and shall represent the University on the Board ofTmstees. The351 president shall also:ll352 a. Direct the implementation of the policies and the fulfillment of the directives of the Board of353 Tmstees.354 13 . Resder ae anaHal eompreheasive rep011 that iBclHdes the am1ual aHdited fmaeeial statemeat.355 b . Appoint. promote. direct, discipline. reassign. and discontinue the provost, vice presidents.356 deans, administTative department directors. acade1nic department chairs. and faculty357 members. in accordance with established un iversity policies and procedmes.358 c. Render regular repmis to the Board.359 M. Administer the persoBBel programs of the University.360 the. Present the annual budget of the University to the Board ofTmstees.361 e-:f_Lead the University in raising funds.362 BS seefOtfit)' fat tae 8eBI"G efTrustees. This fMBetieB sltsll ffiekfae aut Bet ee limitea363 fer.Carw out var-ious Board suppoli functions, including:364 1. Detennining agenda itelllS in consultation with the chair and vice chair of the Board of365 Tmstees, including agenda itelllS submitted by tmstees that are received more than366 twenty (20) days before the scheduled date of the meeting. The agenda shall be maileEl367 provided to trustees at least ten (1 0) days before a meeting, in accordance with368 Section 13.2.12 The agenda shall make provision for consideration of new business369 introduced by the trustees in accordance with Reherts' Robert's RulesofOrder.370 2. Assisting the chair in the development of schedules for al l meetings of the Board of371 Tmstees.372 3. Keeping a full and complete record of the proceedings of the meetings of the3 73 Constituent Membership and of the meetings of the Board ofTmstees.374 h. Exercise such additional powers as are assigned by the Board ofTmstees.

375 8eetiofl 7.3 Po',vefs ofthe Ptesident: The pfesiElctit shall enefetse s1:1eh specific powefs as Sfe3 76 sssi@BeEley the 8eflfEl ef Tmstees. lB enei"eise ef these fMBetieas, tlie pi"esiElest shsll ee assisteEl377 by the pl"Ovost sad of:le Of mere vice presiaef:lts ifl tfie fespeetive ffieas ofrespoosibility, each of

11 The changes here and at Sections 6.5 and 6.8 reflect an emphasison the board setting basic university policv, then holding thepresident accountable for the implementation of that policy. This alsoconsolidates the provisions of Section 7.3 into Section 7.2.12 This enables electronic communication to the board.2012 Bylaws-2013 Revisions-final recommendations-20130131 Bylaws: Page 12 of 16


13/16

3 7 8 'vvffieli is fl:ft enteBSiofl offlle presidCflt' s office. AJ..l officers sliall ffifletiofll:iflder tlie direetiofl ttfld379 eHiie presideflt ttfld pelieies estaelislied ey ef Tntstees. They slieR perferm380 sl:leli dl:it.ies as peiiaiH: to fueir respective areas ofrespoflsi-bility ttfld sl:leh oilier dl:ities as tfte presideflt381 maydelegate or tfte Board ofTrustees ll:laY aHthorize.

382 Section 7.4 Inability of the President to Setve: In the event that the president shall be or become383 lmwilling or lmable to setve as eliiefadtB:iflistiatP.e officer, then during such interim, the duties of384 the president shall be petfotmed by the provost, or, in the absence of the provost, by the vice385 president for financial administration, until a new or interim president or f lf l iH:terim chief386 aclm:iB:istratie officer is appointed by the Board ofTmstees.

387 Section 7.5 Secretruy: The provost shall setve as secretaty of the University and shall maintain and388 validate the official documents of the University. This fhnction shall include el:it flOt be limited to:

389 a. Keeping the corporate seal of he University and affixing the satne to such papers and390 instnunents as may be required in the regular course ofbusiness.391 b. Signing deeds, conveyances, mortgages, contracts, promissoty notes, rumuity agreements,392 tmst agreements, life income agreements, and other instruments of similar character and393 impott.

394 Section 7.6 Assistant Secretaries: The assistant secretati.es, according to the sequence established395 by the Board ofTmstees, shall perfotm the duties and exercise the powers of the secretaty in case of396 the secretaty's absence or inability to act, and shall perfotm such other duties as the president may397 delegate or the Borud ofTmstees may authorize.

398 Section 7.7 ChiefFinancial Officer: The vice president for financial administration shall serve as399 the chief financial officer and shall perform all duties generally petiaining to the office and such400 other duties as the president may delegate or the Borud ofTmstees may authorize.

401 ARTICLE EIGHT: Audit402 Section 8.1 Audit: The University shall cause an annual audit of its fmancial records to be403 conducted, and such other audits as the Borud ofTmstees in its discretion deems necessaty or404 appropriate.

405 Section 8.2 Employment of Auditors: The Borud ofTmstees may employ qualified auditors and/or406 auditing services as it shall deem necessaty or appropriate.

407 Section 8.3 Audit Reports: Auditors employed by the Borud ofTmstees shall present their final408 report to the Board ofTmstees and shall consult with the president and vice president for financial



14/16

409 administration. As prutof this process, the Board will also perf01m any required review of410 University tax filings, in accordance with applicable govennnental requirements.

411 ARTICLE NINE: Records412 The following records shall be kept at all times:413 a. Minutes in which shall be recorded the nrunes of the tmstees present at each meeting of he414 Borud ofTmstees and the names ofmembers present at each meeting of the constituency;415 the time and place ofholding same, whether regul.ru or special, and i f special, the object and416 nature thereof and notice given. The record shall show each action taken.417 b. Books of accmmt in which shall be recorded money received rutd expendedby auth01ized418 persons on behalfof the institution and any intemal fmancial adjustments made to the419 foregoing fmancial records, and all property, goods, wrues, commodities, and merchandise420 bought or acquired in any manner in the control, management, alld exercise of his421 institution, shall be accurately recorded and maintained according to generally accepted422 accounting principles and procedures. Such books in all operating tmits shall be open to the423 inspection ofany tmstee during regulru office hours by ruTangement in advance with the424 vice president for fmallcial administration and to allY person duly authorized by the Borud of425 Tmstees.426 c. A membership file in which shall be listed the names of the constituent members and their427 last known addresses. Said records shall be kept in the custody of the president at the428 principal office of the University.

429 ARTICLE TEN: Amendments430 These Bylaws may be amended by an affnmative vote of at least two-thirds (2/3) of the constituent431 members present and voting at a regular or special meeting of he Constituent Membership when432 the proposed amendment does not conflict with federal or state laws or with the Alticles of433 fucorporation. When it is proposed to change the Bylaws by a meeting of the Constituent434 Membership, notice shall be given to that effect in the call for the meeting.

435 ARTICLE ELEVEN: Inspection436 These Bylaws, all amendments thereto, and the minutes described in Alticl.e Nine, pruagraph a.,437 shall be kept by the president at the principal office of the University alld may be inspected at any438 time during regtdar office homs by tmstees, officers, faculty, alld constituent members with regard439 to allY meetings of the Constituent Membership for which the requesting constituent member was440 duly appointed to serve. Minutes of executive sessions for the Borud ofTmstees shall be available441 for inspection only by tmstees, auditors, and legal cmmsel.

442 ARTICLE TWELVE: Contracts and Agreements443 No contracts or agreements executed by any officer of this University without auth01ization444 specifically grallted to said officer by the Board ofTmstees shall be valid without previous



15/16

445 authorization of or subsequent ratification by the Board ofTmstees. Election or appointment to any446 office shall not constitute a contract of employment.

447 ARTICLE TlllRTEEN: General Provisions448 Section 13.1 Rules ofOrder: All meetings conducted tmder these Bylaws shall be conducted449 according to Reherts ' Robert 's Rules ofOrder Newlv Revised, except as provided for in these450 Bylaws. The chair shall appoint a parliamentarian to assist in conducting the business of451 Constituent Membership meetings.

452 Section 13.2 Notices and Connmmications: Except as othetwise provided in these Bylaws, notice453 and service ofdocmnents, e.g. , minutes, agendas, rep01ts, etc., shall be deemed effective upon454 deposit in a mail box of the United Stated Postal Service, conectly addressed to the recipient455 with sufficient postage attached thereto; or, at the discretion of the sender, electronic456 commtmication may be used for any such materials to be distributed tmder these Bylaws. Notice457 and deliveryby electronic communication shall be valid if:458 a. Delivered by (a) facsimile teleconnnunication or electronic mail when directed to the459 facsimile number or electronic mail address, respectively, for that recipient on record with460 the University; (b) posting on an electronic message board or network that the University461 has designated for those commtmications, together with a separate notice to the recipient of462 the posting, which transmission shall be validly delivered on the later of the posting or463 delivety of the separate notice of it; or (c) other means ofelectronic connmmication;464 b. To a recipient at an e-mail address provided by that recipient. (It is the responsibility of465 each recipient to keep the Board chair, the president, and any committee chair infonned of466 the recipient's conect address.); and467 c. In a form that creates a record that is capable ofretention, retrieval, and review, and that468 may thereafter be rendered into clearly legible tangible f01m by the recipient.

469 ARTICLE FOURTEEN: Indemnification470 Section 14.1 Right of Indemnity: To the fullest extent pennitted by law, the University shall471 indemnify its trustees, officers, employees, and other persons described in Section 9246(a) of the472 Califomia Corporations Code, including persons f01merly occupying any such positions, against all473 expenses, judgments, fines, settlements, and other ammmts actually and reasonably incuned by474 them in connection with any "proceeding," as that tetm is used in that Section and including an47 5 action by or in the rightof the University, by reason of the fact that such person is or was a person476 described by that Section. "Expenses" as used above shall have the same meaning as in Section477 9246(a) of the Califomia Cmporations Code.

478 Section 14.2 Approval of Indemnity: On written request to the Board ofTmstees by any person479 seeking indemnificationtmder Section 9246(b) or Section 9246(c) of the Califomia Corporations480 Code, the tmstees shall promptly detetmine in accordance with Section 9246(a) of the Califomia481 Cotporations Code whether the applicable standard of conduct set f01th in Section 9246(b) or

2012 Bylaws-20 13 Revisions-final recommendations-20130131 Bylaws: Page 15 of 16


16/16

482 Section 9246(c) has been met and, if t has, the tmstees shall authorize indemnification. If the483 Board ofTmstees crumot authorize indemnification because the munber oftmstees who rue patties484 to the proceeding with respect to which indemnification is sought prevents the f01mation ofa485 quomm of tmstees who are not pruties to that proceeding, the tmstees shall promptly call a meeting486 of the Constituent Membership. At that meeting, the constituent members shall detennine tmder487 Section 9246(e) of the Califomia Cotporations Code whether the applicable standrud ofconduct set488 f01th in Section 9246(b) or Section 9246(c) has been met and, if it has, the constituent members489 present at the meeting in person or by proxy shall authorize indemnification.

490 Section 14.3 Advancement ofExpenses: To the fhllest extent pe1mitted by law and except as is491 othetwise detetmined by the Board ofTmstees in a specific instance, expenses incuned by a person492 seeking indemnificationtmder Sections 14.1 and 14.2 of these Bylaws in defending any proceeding493 covered by those sections shall be advanced by the University before final disposition of the494 proceeding, on receiptby the University of an tmdertaking by or on behalfof that person that the495 advance will be repaid unless it is ultimately detetmined that the person is entitled to be indenmified496 by the University for those expenses.

497 Section 14.4 Insurance: The University shall have the power to purchase and maintain insurance498 on behalfof its officers, employees, ru1d other agents against any liability assetied against or499 incuned by any officer, director, employee, or agent in such capacity or ru1sing out of the officer's,500 tmstee's, employee's, or agent's status as such.

501 I Dated this__ dayofFebmruy, 2013.502503 Ricardo B. Grahrun, Chair, Borud ofTmstees504 La Siena University

505506 Steve Pawluk, Secretruy507 La Siena University


exhibit 16 2013 bylaws proposed changes

Documents