The Bylaws of the Trustees of Boston College
Adopted by resolution of the Board of Trustees, December 7, 1972.
Amended May 18, 1973: Addition of Article VIII.
Amended December 7, 1973: Article II, Section 12k.
Amended September 26, 1980: Article II, Section 3,
and modified by editorial changes.
Amended September 23, 1983: Article V.
Amended December 1, 1989: Article IV, Section 5.
Amended September 15, 1995: Article IV, Section 2.
Amended March 6, 2009: Article II, Section 3.
ARTICLE I. NAME, LOCATION AND PURPOSES
The legal name of the Corporation is the Trustees of Boston College, under which its business and affairs are conducted. The University established and maintained by the Corporation is known as Boston College.
The location of the principal office of the Corporation is the City of Newton, Massachusetts.
The purposes of the Corporation shall be as set forth in its Charter, as from time to time amended. The Charter consists of Chapter 123 of the Acts of 1863 of the General Court of the Commonwealth of Massachusetts, as amended by Chapter 340 of the Acts of 1908, Chapter 464 of the Acts of 1959 and Chapter 1031 of the Acts of 1971.
ARTICLE II. BOARD OF TRUSTEES
The persons named in the Act of Incorporation of 1863, and their respective successors who shall be elected from time to time, shall constitute the Board of Trustees of the Corporation. The membership of the Board of Trustees shall consist of twenty-one or more persons, as may be determined from time to time by majority vote of the entire Board of Trustees. The President of Boston College shall be an ex officio member of the Board of Trustees.
Trustees shall be elected by a majority vote of the entire Board. Each Trustee shall be elected for a term of one, two, three or four years, in accordance with these Bylaws. Terms shall be so allocated that each year one-fifth or more of the Trustees shall be elected or reelected by the Board of Trustees.
Trustees shall be eligible for reelection for a term not exceeding four years.
With the exception of the President of Boston College, no Trustee, who has served for eight consecutive years, shall be eligible for reelection until one full year has elapsed from the conclusion of the eighth year of service. No Trustee shall be eligible for election or reelection or continued membership on the Board of Trustees after completion of the fiscal year in which he has attained the age of seventy-five years. Exceptions to the policies expressed in this paragraph may be made on the basis of a two-thirds vote.
NB: In the interest of style, hereinafter the masculine personal pronoun, he, will generically denote both male and female gender.
Any Trustee may resign his office at any time by submitting a written resignation to the Chairman or Secretary of the Board of Trustees.
Any Trustee may be removed from office by a two-thirds vote of the entire Board of Trustees whenever, in their judgment, he shall have become incapable or ineligible by age or otherwise to discharge the duties of his office, or shall neglect or refuse to perform the same.
If any membership of the Board is vacated by resignation, removal or for any other cause, the vacancy shall be filled for the balance of the original term as soon as possible.
The Officers of the Board of Trustees shall be a Chairman, a Vice Chairman and a Secretary. They shall be elected by a majority vote of the entire Board at the annual meeting or at any other meeting of the Board. The President of Boston College shall not be an officer of the Board of Trustees. The tenure of such officers shall be for a period of one year or until their successors are duly elected. The Chairman shall preside over all meetings at which he is present. In the absence of the Chairman, the Vice Chairman shall preside. The Secretary shall give written notice of all meetings to all members of the Board, as hereinafter provided. He shall keep minutes of all business transacted at each meeting, which minutes, after approval by the Trustees present, shall be transcribed in a permanent record and a copy of the same shall be mailed to all members of the Board of Trustees and to the Secretary of the University.
The annual meeting of the Board of Trustees shall be held on the first Friday of October in each year, or on such other date as shall be determined by the Chairman of the Board. Other regular meetings shall be held with such frequency, and at such times and places, as may be determined from time to time by resolutions of the Board. Any business may be transacted at the annual or any other regular meeting of the Board of Trustees.
Special meetings of the Board of Trustees may be called at any time by the Chairman upon his own initiative and shall be called by him upon written request of a majority of the Executive Committee, or of a majority of the entire Board of Trustees. Such written request shall state the purpose or purposes of the special meeting. Business transacted at any special meeting of the Board shall be limited to the purpose or purposes stated in the notice of the meeting. However, if two-thirds of the entire Board are present at the meeting, other matters may be taken up by unanimous consent of those attending.
SECTION 10. NOTICE OF MEETINGS
Written notice of each regular and special meeting of the Board of Trustees shall be mailed or otherwise delivered to each Trustee by the Secretary of the Board at his post office address, as it appears upon the books of the Corporation, at least two weeks before such meeting. Every such notice shall state the place, date and hours at which the meeting is to be held. Notice of the annual or other regular meeting need not, but notice of any special meeting shall state the purpose or purposes of the meeting. These provisions for notice may be waived by any unnotified Trustee who is personally present at the meeting in question.
The personal presence of a majority of the entire Board of Trustees shall constitute a quorum for the transaction of business at all meetings of the Board of Trustees. There shall be no presence or voting by proxy. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the Trustees present, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.
BYLAW AMENDMENT CONCERNING QUORUMS AND EXCEPTIONAL AND UNUSUAL BOARD MEETING CIRCUMSTANCES
March 6, 2020
Whereas the Executive Committee (the “Committee”) of this Board has reviewed the provision of the University Bylaws concerning establishment of a quorum for conducting business at meetings of this Board of Trustees in light of prevailing practices; and
Whereas, the Committee has determined that the provision of the Bylaws requiring “personal presence” at meetings is overly restrictive, and has recommended that such requirement be amended; and
Whereas included in the powers reserved to this Board is the power to enact and amend the Bylaws of the University by a two-thirds vote of the entire Board;
Now therefore, it is
VOTED that Section 11 of Article II of the Bylaws of the Trustees of Boston College (captioned “Quorum”) be amended so that such section shall hereinafter read in its entirety as follows:
The presence of a majority of the entire Board of Trustees shall constitute a quorum for the transaction of business at all meetings of the Board of Trustees. There shall be no presence or voting by proxy; however, at the initiative of the Chairman of the Board in consultation with the University President, in exceptional and unusual circumstances where it is deemed necessary or convenient, one or more Trustees may participate in a meeting of the Board of Trustees by conference telephone or any similar communications equipment through which all persons participating in the meeting may hear and communicate with each other. In such circumstances telephonic participation shall constitute presence at the meeting for purposes of establishing a quorum. If less than a quorum shall be present at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the Trustees present, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.
and it is further
VOTED that the Secretary of the University be authorized to take all actions deemed necessary or desirable to effectuate the amendment enacted herein.
SECTION 12. POWERS OF THE BOARD OF TRUSTEES
Subject to the General Laws of the Commonwealth and the Charter of the Corporation, and in accordance with the Bylaws of the Corporation, the Board of Trustees shall exercise ultimate authority over and ultimate responsibility for all acts of the Corporation.
The Board of Trustees shall have all necessary and convenient powers to direct and manage the business and affairs of the Corporation, hereinafter referred to as the University. These powers shall include but shall not be limited to the following:
a. to elect the President of Boston College by a majority vote of the entire Board; and to remove him from office by a two-thirds vote of the entire Board;
b. to appoint and remove the other Officers of the University;
c. to approve all major changes in the educational policies and programs of the University;
d. to approve the granting of all degrees in course and of all honorary degrees;
e. to enact and amend the Statutes of the University, particularly concerning the appointment, promotion, tenure and duties of the Officers, the administrative officials, and the faculty of the University;
f. to enact and amend rules and regulations for the orderly government of the University, including procedures for the enforcement of the same;
g. to authorize the establishment and disestablishment, or approve the constitution, of official senates, councils, boards or other organizations of administrative officials or members of the faculty or student body of the University;
h. to authorize the establishment or disestablishment of a school or college or major institute of the University;
i. to concur in the appointment of a Dean of any School or College;
j. to review and take appropriate action respecting the budget of the University, which shall be submitted to the Board upon recommendation of the President;
k. to authorize any changes in tuition, room or board within the University;
l. to authorize the construction of new buildings and major renovations of existing buildings of the University;
m. to authorize the sale and purchase or lease of land or buildings for the use of the University;
n. to authorize and promote major fund-raising activities of the University;
o. to authorize the President and the Treasurer of the University to accept gifts to the University, except that the acceptance of restricted gifts, which involve major obligations, must be ratified by a majority vote of the entire Board;
p. to authorize the incurring of debts by the University and the securing thereof by mortgage and pledge of real and personal property, tangible and intangible, presently owned or to be acquired by the University;
q. to constitute within the membership of the Board such standing or ad hoc committees concerning academic affairs, financial matters, student welfare, public relations, planning and development, buildings and grounds, and other subjects, as the Board from time to time may deem necessary or convenient to the efficient exercise of its powers and functions.
ARTICLE III. EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES
The membership of the Executive Committee of the Board of Trustees shall consist of the Chairman of the Board, ex officio, the President of Boston College, ex officio, and five or more other Trustees, as may be determined from time to time by a majority vote of the entire Board. The elected members of the Committee shall be elected at the annual meeting or at any other regular meeting of the Board by a majority vote of all the Trustees present. The members of the Executive Committee, other than the Chairman and the President of Boston College, shall serve until the next annual meeting after their election, or until their successors are duly elected. They shall be eligible for reelection at the annual meeting of the Board.
The Officers of the Executive Committee shall be a Chairman, a Vice Chairman and a Secretary. The Chairman of the Board of Trustees shall be ex officio the Chairman of the Executive Committee. A Vice Chairman and a Secretary shall be elected by a majority vote of the entire Committee; but the President of Boston College shall not be an Officer of the Executive Committee. The Vice Chairman and the Secretary shall serve for a period of one year or until their successors are duly elected, and shall be eligible for reelection. The Chairman shall preside over all meetings at which he is present. In the absence of the Chairman, the Vice Chairman shall preside. The Secretary shall give such notice of meetings to the members of the Committee as the rules adopted by the Committee shall require. He shall keep minutes of all business transacted at each meeting, which minutes, after approval by the members of the Committee present, shall be transcribed in a permanent record. A copy of the same shall be mailed to all members of the Executive Committee, to all members of the Board of Trustees and to the Secretary of the University.
The Executive Committee shall ordinarily meet once a month, except during July and August, at such times and places as may be determined from time to time by resolution of the Committee. Special meetings may be called by the Chairman upon his own initiative, and shall be called by him upon written request of any three members of the Committee. Such written request shall state the purpose or purposes of the special meeting. The personal presence of a majority of the entire Executive Committee shall constitute a quorum for the transaction of business at all meetings of the Committee. There shall be no presence or voting by proxy. Unless otherwise specifically stipulated by the Board of Trustees, the business of the Executive Committee may be transacted by a majority vote of the members of the Committee present at any meeting. The Executive Committee may adopt specific rules, not inconsistent with these Bylaws, respecting the calling, notice and conduct of its own meetings.
SECTION 4. POWERS OF THE EXECUTIVE COMMITTEE
Subject to the General Laws of the Commonwealth, the Charter of the Corporation, the Bylaws of the Corporation, and the paramount legal authority and responsibility of the Board of Trustees, the Executive Committee of the Board of Trustees shall have, between the meetings of the Board of Trustees, all necessary and convenient powers to manage the ordinary business and affairs of the University; provided, however, that, unless expressly authorized to do so by a majority vote of the Board of Trustees, and unless it is an important matter which should not be deferred, the Committee shall not exercise any of those specific powers of the Board of Trustees enumerated above in Article II, Section 12, subparagraphs a through q. The Executive Committee acts for and is immediately responsible to the Board of Trustees. The Executive Committee shall have power to recommend policies, programs and actions to the Board of Trustees.
ARTICLE IV. OFFICERS OF THE UNIVERSITY
The Officers of the University shall be a President, an Executive Vice President, a Secretary, a Treasurer and such other vice presidents as the Board of Trustees shall from time to time deem necessary or convenient for the efficient conduct of the business and affairs of the University. With the exception of the President, the Officers of the University shall be elected, upon recommendation by the President, by a vote of the Board of Trustees for terms not exceeding four years. They shall be eligible for reelection for similar terms, until attaining the age specified by state or federal law at which retirement may become obligatory. Officers may resign from office at any time by submitting a written resignation to the Chairman or to the Secretary of the Board of Trustees and they may be removed from office by majority vote of the entire Board of Trustees whenever, in the judgment of the Board, they shall have become incapable or ineligible by age or otherwise to discharge the duties of their office, or shall neglect or refuse to perform the same.
Any two offices may be held by the same person except those of President and any Vice President, President and Secretary, President and Treasurer, or Secretary and Treasurer. No Officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required to be executed, acknowledged or verified by any two or more Officers by the General Laws of the Commonwealth, the Charter of the Corporation, the Bylaws of the Corporation, or by resolution of the Board of Trustees. The Officers of the University may be, but with the exception of the President, need not be members of the Board of Trustees.
The President of Boston College shall be ex officio a member of the Board of Trustees and a member of the Executive Committee of the Board of Trustees.
The President shall be the chief executive and administrative officer of the University. He shall have the general direction, management and control of the educational activities, business operations and other affairs of the University; and for the efficient conduct of his office, he shall have all necessary and convenient powers usually possessed by presidents of universities in the Commonwealth.
The President shall make an annual report on the affairs of the University, and he shall recommend the annual budget of the University to the Board of Trustees.
The President shall sign and execute all authorized contracts, instruments of conveyance in interests in real and personal property, bonds, mortgages, notes or other securities in the name of the University, except where the signing and execution of such instruments shall have been delegated by the Board of Trustees exclusively to some other Officer or administrative official of the University. The President may, however, delegate his powers concerning the signing and execution of such instruments to the Treasurer or to any other Officer or administrative official of the University.
SECTION 3. THE EXECUTIVE VICE PRESIDENT
The Executive Vice President of Boston College shall ordinarily have those powers and duties delegated to him by the Board of Trustees and by the President of Boston College. In the temporary absence or disability of the President, the Executive Vice President shall have all the powers and duties of the President; and any action taken by him in place of the President shall constitute probative, but not conclusive, evidence of the absence of disability of the President.
The Secretary of Boston College shall have those powers and duties usually pertinent to the office of secretary of an educational corporation in the Commonwealth, and such other duties as the Board of Trustees and the President of Boston College shall delegate to him. He shall keep an attested copy of the Charter of the Corporation, the Bylaws of the Corporation, the Statutes of the University, and all votes and minutes of the Board of Trustees and the Executive Committee of the Board of Trustees. He shall furnish copies of the above documents to any member of the Board of Trustees and any Officer of the University who shall request the same, and to any administrative official of the University who shall be authorized by the Board of Trustees to inspect the same. He shall be the custodian of the seal of the University, and shall affix the same to any instrument requiring the seal.
The Treasurer of Boston College shall have all those powers and duties usually pertinent to the office of treasurer of a corporation in the Commonwealth and such others as the Board of Trustees and the President of Boston College shall delegate to him.
SECTION 6. OTHER VICE PRESIDENTS
The Board of Trustees shall have the power to elect, in addition to the Executive Vice President of Boston College, such other vice presidents for academic affairs, financial matters, student welfare, public relations, planning and development, fund-raising and other subjects, as the Board may from time to time deem necessary or convenient for the efficient management of the business and affairs of the University. The powers and duties of such vice presidents shall be as determined by a majority vote of the entire Board of Trustees.
SECTION 7. OTHER ADMINISTRATIVE OFFICIALS
The President shall have power to appoint such other administrative officials to serve the University as he may from time to time deem necessary or convenient for the efficient management of the business and affairs of the University.
ARTICLE V. FISCAL YEAR OF THE UNIVERSITY
The fiscal year of the University shall begin on June 1 and end on May 31 of each calendar year.
ARTICLE VI. SEAL OF THE UNIVERSITY
Subject to alteration by two-thirds vote of the entire Board of Trustees, the seal of the University shall consist of a flat circular die with wording as follows:
Collegium Bostoniense
Fund. 1863
Religioni et Bonis Artibus
aien aristuein
ARTICLE VII. AMENDMENTS TO THE BYLAWS
These Bylaws may be amended from time to time, but only by a two-thirds vote of the entire Board of Trustees.
ARTICLE VIII. INDEMNIFICATION OF TRUSTEES, OFFICERS AND EMPLOYEES
The Corporation shall, to the extent that the status of the Corporation as an organization exempt under Section 501(c)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its Trustees, Officers and employees in office at the time of the adoption of this provision or thereafter in office, against all expenses (including, without limitation, decrees, judgments, court costs, attorney's fees and the amount of reasonable settlements, but not including amounts paid or payable to the Corporation itself) hereafter reasonably incurred by him in connection with any claim asserted against him or any action, suit or proceeding of whatever nature in which he may be involved or with which he may be threatened while in office or thereafter, by reason of his being or having been such Trustee, Officer or employee or by reason of any action alleged to have been theretofore or thereafter taken or omitted by him as such Trustee, Officer or employee, whether or not he continues to be such Trustee, Officer or employee at the time of incurring such expense.
The Corporation, however, shall not indemnify any such Trustee, Officer or employee against expenses incurred by him in connection with any such claim, action, suit or proceeding:
- if there be a final adjudication that he has been guilty of willful misfeasance, bad faith, gross negligence or reckless disregard of the duty involved in the conduct of his obligations as such Trustee, Officer or employee in respect to the matters involved in such claim, action, suit or proceeding; or
- if there be alleged by the claimant willful misfeasance, bad faith, gross negligence or reckless disregard of the duty involved in the conduct of his obligations as such Trustee, Officer or employee, unless:
a. there be an adjudication of freedom therefrom in respect to the matters involved in such claim, action, suit or proceeding; or
b. in the event that there be a settlement or an adjudication in which such freedom therefrom be not established, there be a determination of such freedom therefrom:
i. by resolution of a majority of the Trustees who are then in office and who are not involved in such claim, action, suit or proceeding; or
ii. in the event that the number of Trustees who are then in office and are not involved in such claim, action, suit or proceeding shall not constitute a quorum of the Board of Trustees, then by an affirmative vote of a majority of a committee of three disinterested citizens of Massachusetts designated by the President of Boston College or, if he is involved in such claim, action, suit or proceeding, then by the President of the Jesuit Community of Boston College.
Expenses, including counsel fees, reasonably incurred by any such Trustee, Officer or employee in connection with the defense or disposition of any such claim, action, suit or proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the Corporation if he shall be adjudicated to be not entitled to indemnification under law or shall not be voted indemnification by the Board of Trustees or special committee as provided above. The right of indemnification herein provided for shall inure to the benefit of the executors or administrators of each Trustee, Officer or employee and shall not be deemed exclusive of any other rights to which he may be entitled under any statute, bylaw, agreement, vote or otherwise, or to which he might have been entitled were it not for this provision.
BYLAW AMENDMENT CONCERNING QUORUMS AND EXCEPTIONAL AND UNUSUAL BOARD MEETING CIRCUMSTANCES
March 6, 2020
Whereas the Executive Committee (the “Committee”) of this Board has reviewed the provision of the University Bylaws concerning establishment of a quorum for conducting business at meetings of this Board of Trustees in light of prevailing practices; and
Whereas, the Committee has determined that the provision of the Bylaws requiring “personal presence” at meetings is overly restrictive, and has recommended that such requirement be amended; and
Whereas included in the powers reserved to this Board is the power to enact and amend the Bylaws of the University by a two-thirds vote of the entire Board;
Now therefore, it is
VOTED that Section 11 of Article II of the Bylaws of the Trustees of Boston College (captioned “Quorum”) be amended so that such section shall hereinafter read in its entirety as follows:
The presence of a majority of the entire Board of Trustees shall constitute a quorum for the transaction of business at all meetings of the Board of Trustees. There shall be no presence or voting by proxy; however, at the initiative of the Chairman of the Board in consultation with the University President, in exceptional and unusual circumstances where it is deemed necessary or convenient, one or more Trustees may participate in a meeting of the Board of Trustees by conference telephone or any similar communications equipment through which all persons participating in the meeting may hear and communicate with each other. In such circumstances telephonic participation shall constitute presence at the meeting for purposes of establishing a quorum. If less than a quorum shall be present at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the Trustees present, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.
and it is further
VOTED that the Secretary of the University be authorized to take all actions deemed necessary or desirable to effectuate the amendment enacted herein.