Adopted June 17, 1903
(as amended February 23, 1931, September 24, 1968, April 8, 1994, November 3, 1998 and February 8, 2008, and duly ratified by the Little Rock and North Arkansas Conferences of the United Methodist Church on June 7, 1994, and June 14, 1994, June 5, 1999, and June 12, 1999, and the Arkansas Conference of the United Methodist Church on June, 2003, June, 2005 and June 2008)
Section 1. This institution shall be designated and known as Hendrix College.
Section 2. Its legal situs and principal office shall be Conway, Faulkner County, Arkansas.
Section 3. The purpose of the corporation shall be (1) to own and operate a co-educational college at Conway, Arkansas, and such other schools, academies, and colleges at Conway or elsewhere as may be deemed advisable; and (2) to carry out the plans, past and future, of the Conferences of the United Methodist Church in Arkansas for the development of Christian education through this institution.
Section 1. The Board of Trustees of Hendrix College shall be composed of the following members:
(a) The President of Hendrix College.
(b) The presiding Bishop of the Arkansas Conference of the United Methodist Church.
(c) Ten members of the United Methodist Church, (i) five of which shall be ordained clergy who shall at the time of their election and throughout their term be in full connection with the Arkansas Conference of the United Methodist Church, and (ii) the remaining five of which may be either lay or clergy members of the United Methodist Church.
(d) A maximum of twenty-nine persons as Trustees-at-Large to be elected by the Board of Trustees of Hendrix College.
(e) The Arkansas Conference Director of Ministries of the United Methodist Church or such other person holding a substantially similar office as may be designated by said Conference.
(f) The persons designated “Trustees Emeritus,” who have been elected as Trustees Emeritus by the Board of Trustees of Hendrix College.
Section 2. Not less than 50 percent of the members of the Board of Trustees shall be alumni or alumnae of Hendrix College as defined by Article III, Section 1 of the Amended and Restated Charter of the College.
(a) Members of the Board of Trustees appointed under Article II, Section 1(c) shall be appointed pursuant to this Section 3.
(b) Persons considered for appointment pursuant to Article II, Section 1(c) shall be nominated by the Executive Committee of the Board and thereafter considered by the Board of Trustees. Those persons approved by the Board of Trustees shall be submitted to the Arkansas Conference of the United Methodist Church for consideration and the entire slate of those submitted, whether one or more, shall be confirmed or not confirmed as a whole. The slate of nominees, if approved by the Arkansas Conference, shall thereafter be full members of the Board. If the slate of nominees is not approved by the Arkansas Conference, the process set forth above shall recommence and the open positions established by Article II, Section 1(c) shall remain vacant until filled in accordance with this subsection.
(c) The provisions of Article II, Section 1(c)(i) concerning Arkansas Conference clergy members of the Board of Trustees shall first become effective on June 1, 2011. Until that time, Arkansas Conference clergy members of the Board who resign their positions or whose terms expire shall not be replaced unless the number of Arkansas Conference clergy members of the Board appointed under Article II, Section 1(c)(i) existing at such time shall be five or fewer.
Section 4. The initial two terms of each at-large member of the Board of Trustees shall be six years each term. Subject to the provisions of Article II, Section 1, ordained clergy shall serve as Trustees for no longer than one term of six years, provided that, after an absence of three successive years, he/she may be reappointed to another full term on the Board of Trustees. Trustees-at-Large shall serve initially no more than two terms of six years each. After that period of initial service for at-large members, Trustees may serve subsequent three-year terms provided that the recommendation for continued service originates in the Committee on Trustees and is approved by the Executive Committee and the Board of Trustees. Any Trustee will be eligible to serve on any committee of the Board and in any office. Provided, however, the limitations set forth in this section shall not apply to members of the Board of Trustees who serve by virtue of the office of Bishop, Arkansas Conference Director of Ministries, or President of the College. The provisions of this section shall not apply to persons who, in accordance with Article II, Section 1(f), are designated as Trustees Emeritus.
Section 5. Nominations for the office of Trustee-at-Large shall be made by the Executive Committee of the Board of Trustees. In the event the electing body shall fail to elect a Trustee from the names submitted by the nominating committee, additional nominations shall be submitted. Nominations made by the Executive Committee shall conform to the requirements of membership on the Board of Trustees set out in Article II, Sections 1, 2 and 3, and due consideration shall be
given by the Executive Committee to the demographic distribution of the Trustees-at-Large. The nomination and election of persons considered as Trustees Emeritus shall be done selectively and judiciously with such office being reserved for those providing a high degree of service to Hendrix College.
Section 6. Vacancies in the Board of Trustees occasioned by death, disability, or resignation shall be filled by election by the Board of Trustees in the manner described in Section 5 above.
Section 7. The Board of Trustees shall have the powers, duties, and responsibilities traditionally vested in Boards of Trustees of institutions of higher education, said powers, duties, and responsibilities to include but not be limited to the following:
(a) To hold, manage, invest, and reinvest all of the property, endowments, and assets of Hendrix College.
(b) To elect a President and such other officers of the College as the Board shall deem necessary or appropriate.
(c) To contract and to be contracted with; to sue and to be sued; to borrow money and to give security therefore; to make and use a common seal and to alter the same; to buy, sell, mortgage, and otherwise deal in property, real, personal, and mixed, and to take and hold property by gift, conveyance, demise, or bequest; to enter into cooperative relations with other education institutions; to lend its funds, to buy and sell stocks, bonds, debentures, and other securities; to erect buildings and equip same; to receive money subject to annuity; to operate and maintain said institution or institutions of learning; and to do all things necessary for efficient management.
(d) To confer customary degrees and honorary degrees.
(e) To establish, acquire, and manage other schools, departments, or colleges subject to the approval of the Arkansas Conference of the United Methodist Church.
(f) To exercise in a fiduciary capacity any powers now or hereafter granted to Boards of Directors of a business or corporation by the Statutes of Arkansas.
(g) To exercise in a fiduciary capacity all powers now or hereafter granted a business corporation or a nonprofit corporation by the Statutes of Arkansas.
Section 8. The Board of Trustees shall be charged with the government of Hendrix College and with the appointment of its officers and instructors and with fixing their compensation, but the Board may delegate such powers as it sees fit to the President or to the faculty.
Section 9. The Board of Trustees shall designate an Executive Committee and such other committees as may be necessary or appropriate. When the Board of Trustees is not in session, the Executive Committee shall exercise the powers granted to the Board of Trustees, subject to any specific limitations imposed by the Charter or By-Laws or by action of the full Board of Trustees. The Board of Trustees shall have the power to delegate the powers, duties, and responsibilities which it exercises to the President of the College or to a committee of the Board of Trustees other than the Executive Committee.
Section 10. The Board of Trustees shall adopt By-Laws to govern the business and affairs of Hendrix College.
Section 11. Trustee Emeritus members of the Board of Trustees shall hold such position for their lifetime unless the member resigns the position or is otherwise removed in accordance with this Charter, the By-Laws of Hendrix College or applicable law. A Trustee Emeritus member may participate in meetings and deliberations of the Board of Trustees but shall not vote on any measure before that body. A Trustee Emeritus member (i) shall not be counted in the determination of a quorum of the Board of Trustees, and (ii) shall not be considered in the determination of a majority vote of the whole Board of Trustees. Trustee Emeritus members may serve on Board committees at the discretion and upon the appointment of the Board.
Section 1. The alumni of Hendrix College, the alumni of Henderson-Brown College, and the alumnae of Galloway Woman’s College are alumni and alumnae of Hendrix College.
Section 1. Eighteen members of the Board shall constitute a quorum and a majority of those present shall be empowered to transact business, provided that at least twelve votes shall be required to pass any measure.
Section 1. The officers of the Board of Trustees shall be a Chair and a Vice Chair who shall be members of the Board and a Secretary who shall not be required to be a member of the Board and such other officers and committee chairs as the Board may from time to time designate.
Section 2. The term of office for each officer of the Board shall be three years, provided, officers shall serve until their successors are duly elected and qualified.
Section 3. The officers of the Board shall perform the customary duties of such offices and such other duties as the Board may designate.
Section 1. Whenever the Trustees of this institution are desirous of changing the name of the College or the provisions of its Charter, they may meet at such a time as may be designated in the call at the regular place of meeting and change the name of the College or the provisions of its Charter; provided, that a majority of all the Trustees shall consent to such a change and that no such change shall be made without due notice of such meeting and the specific intention thereof given to the several Trustees at least ten days before the meeting.
Section 2. No amendment of this Charter shall be effective until ratified by the Arkansas Conference of the United Methodist Church or its successor or by the Board of Education of said Conference, when power to ratify such amendments is delegated to said Board of Education by the Conference.
Section 3. Any change or amendment to the Charter of Hendrix College shall conform to the laws of the State of Arkansas.
ARKANSAS NONPROFIT CORPORATION ACT OF 1993
Section 1. The College shall be governed by the provisions of the Arkansas Nonprofit Corporation Act of 1993, codified as Arkansas Code §4-33-101, et seq.