Revised May 2007
The affairs of Hendrix College shall be managed by a Board of Trustees (herein the "Board") duly elected and qualified pursuant to Article II of the Charter of Hendrix College, provided, the Board may from time to time delegate management functions to the President, or other officer or agent of Hendrix College (herein the "College"), committees of the Board or committees of the faculty.
The Board shall hold two regular meetings each year. One regular meeting shall be held during the months of October, November, or December (the "Fall Meeting") and one meeting shall be held during the months of March, April, or May (the "Spring Meeting"). The dates of the regular meetings of the Board shall be fixed each year by the Chair of the Board and the President.
Special meetings of the Board may be called by either (i) the President; (ii) The Chair of the Board; (iii) The Executive Committee; or (iv) any ten members of the Board.
All meetings of the Board shall be held in the State of Arkansas.
The person or group calling a meeting of the Board shall file with the President and with the Secretary Treasurer a written notice setting out the time (which shall be at least fourteen (14) days after the filing of the notice) and place where the regular or a special meeting of the Board will be held. The President shall give not less than ten (10) days written notice to each member of the Board of the time and place where such meeting of the Board shall be held. A member of the Board may waive notice of any meeting and the presence of any member at the meeting shall constitute a waiver of notice of such member. The Executive Committee in an emergency may reduce the time of notice of a meeting to three (3) days.
The officers of Hendrix College shall consist of a Chair of the Board, a Vice Chair of the Board, a President, a Provost or Dean of the College, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board may from time to time designate.
The Chair of the Board and the Vice Chair of the Board shall serve for a term of three years. All other officers of the College shall serve at the pleasure of the Board, subject to the terms of any written employment contract.
The officers of Hendrix College shall perform the ordinary duties of their offices as fixed by custom, provided, the Board or President may from time to time fix additional duties or limit the customary duties performed by such officers.
Each member of the Board, including life members, shall be entitled to cast one vote on all matters submitted to the Board. A quorum for any meeting of the Board shall consist of not less than eighteen (18) members. All measures submitted to the Board shall be decided by a majority of the members voting on such measure, subject to the following limitations:
(a) No measure shall be adopted or other action taken without the affirmative votes of not less than twelve members;
b) The By-Laws shall not be amended without the affirmative vote of two-thirds (2/3) of the members present and voting.
All matters submitted to the Board shall be determined by a taking of the "ayes" and the "nays" provided, upon the request of any two members of the Board, the vote shall be taken by secret ballot.
There will be an Executive Committee of the Board of Trustees selected as indicated in the most recent Statement of Operating Procedures pertaining to Board Committees. In the absence of any expressed limitation on their authority imposed by the Board, the members of the Executive Committee shall exercise all powers granted by the Board by the Charter or by these By-Laws when the Board is not in session, provided all actions of the Executive Committee not affecting legal status shall be subject to review by the Board. The Executive Committee shall meet on call by the President or the Chair of the Board. No action shall be taken by the Executive Committee without the affirmative votes of four members.
At the Spring meeting the Board shall elect members of Board committees as outlined in the most recent Statement of Operating Procedures pertaining to Board committees.
The Executive Committee shall submit a proposed annual budget to the Spring Meeting of the Board. The adoption of the budget by the Board shall be deemed authority for the officers of the College to expend the funds of the College pursuant to the terms of such budget.
The Board may from time to time create additional committees to perform specific functions. Such ad hoc committees shall exist for one year, provided, the Board may extend the term of such committees. The Chair of the Board and the President of the College shall serve as members of such ad hoc committees. The Chair of the Board shall designate the members and persons to serve on such committees.
The fiscal year of the College shall begin June 1 and end May 31.
The faculty shall consist of the President, Vice Presidents, Provost or Dean of the College, and all officers of instruction above and including the rank of instructor. The faculty shall meet upon the call of the President or the Provost or Dean of the College and shall make rules governing its own procedure and shall constitute such committees as may be appropriate.
The faculty shall prescribe, subject to the approval of the Board, requirements for admission, for courses of study, for degrees, and for graduation, and shall recommend to the Board candidates for all academic and honorary degrees. The faculty is responsible for promoting the education and the welfare of students as defined within the Statement of Purpose of the College. To this end, the faculty, through policy and participation, shall supervise all student organizations and oversee all other student activities sanctioned by the College. Each member of the faculty shall contribute appropriately to the fulfillment of these responsibilities.
All degrees, whether earned or honorary, shall be conferred by action of the Board upon the recommendation of the faculty or a committee established by the faculty.
The faculty shall be elected by the Board upon the recommendation of the President. The President shall have authority to make interim appointments to the faculty, subject to subsequent ratification by the Board.
Upon the recommendation of the President and a committee of the faculty, with such recommendation being based upon a formal evaluation process, the Board may, in its sole discretion, grant tenure to members of the faculty.
No member of the Board or the Executive Committee may vote by proxy. The Executive Committee and all other committees of the Board may act without a meeting upon the concurrence of a majority of the members thereof given by telephone, electronic mail, United States Post Office mail or commercial delivery service, provided, that no member of such committee requests a meeting or objects to the telephone or mail vote. Meetings of the Executive Committee and all other committees of the Board may be conducted through the use of telephonic conference call or any other means of communication by which all members participating may simultaneously hear each other during the meeting.
No loans of the Endowment Fund shall be made to any member of the Board of Trustees, officer, or employee of the College, or to any of the immediate members of the family of such persons, nor shall any member of the Board of Trustees, officer, or employee gain through any investment of the endowment fund. No loans of the endowment fund shall be made to any religious or fraternal or charitable organizations.
The Board and the Executive Committee may from time to time adopt Statements of Operating Procedures. Such statements of operating procedures shall be placed in the minute book of the College and shall have the force and effect of a By-Law of the College, until rescinded or modified by the Board. All statements of operating procedures adopted by the Executive Committee shall be reported to the next meeting of the Board following their adoption.
All contracts, documents, or other written evidences of actions taken by the College or involving the College shall be signed by either the President, the Chair of the Board, the Vice Chair of the Board, or a Vice President; and if such contract or document obligates the College to the payment or giving of value of an amount exceeding Twenty Five Thousand Dollars ($25,000), then such document shall also be attested by either the Secretary, the Treasurer, a Vice President otherwise authorized to sign agreements on behalf of the College, or by such other officers or agents of Hendrix College as the Board may from time to time designate, or, if such documents involve the management of the Endowment Fund, as the Finance and Investment Committee may from time to time designate.
The By-Laws of Hendrix College may be amended at any meeting of the Board, but not by the Executive Committee, by a vote of two-thirds (2/3) of the members of the Board present and voting, provided, such amendment receives not less than twelve (12) affirmative votes.