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Bylaws of the University

ARTICLE I. AUTHORITY AND ORGANIZATION.

Section 1. Name. The name of the Corporation founded in 1915 by the Sisters, Servants of the Immaculate Heart of Mary, Scranton, Pennsylvania, and incorporated on June 4, 1917 under the Laws of the Commonwealth of Pennsylvania is Marywood University.

Section 2. Purpose. The said Corporation, a nonprofit, religious and educational organization is formed for the purpose of establishing, conducting, and maintaining a Catholic university for the higher education of youth and adults, with power to confer degrees in the arts and applied sciences.

Section 3. Members of the Corporation. The Members of the Corporation shall be the President of the Congregation of the Sisters, Servants of the Immaculate Heart of Mary, Scranton, Pennsylvania, and her Council and their successors in office.

Section 4. Powers of the Members of the Corporation. The Members of the Corporation shall have the right, by majority vote, to elect trustees. They shall have the right of approval, by majority vote, of actions of the Board of Trustees relating to changes in institutional purpose and philosophy; appointment of the President of the University; acquisition, disposition, encumbrance, or lease of real property of the institution; construction of new buildings; dissolution, merger, or consolidation of the institution with another corporation; amendments to the Bylaws; and disposition of property upon dissolution.

Section 5. Annual Meeting of the Members of the Corporation. The annual meeting of the Members of the Corporation shall be held during the fourth quarter of the calendar year at such place within or without the Commonwealth of Pennsylvania as may be agreed upon by a majority of the Members.

Section 6. Seal. The seal of the Corporation shall be in such form as the Members of the Corporation may from time to time provide.

Section 7. Governance. The governing body of the institution shall be a Board of Directors hereinafter referred to as the Board of Trustees in which the corporate powers of the University shall be vested.

ARTICLE II. BOARD OF TRUSTEES.

Section 1. Powers and Duties. The Board of Trustees shall constitute the governing body of Marywood University and engage in the policy direction of the University in accord with the terms of the Charter of Incorporation. It shall formulate and determine general policies as shall be deemed necessary for the administration and development of the University in accord with its stated purposes. It shall nominate and elect a President who shall be the Chief Executive Officer of the University.

It shall supervise the investment of funds of the University, approve its annual budget and counsel its general financial administration. It shall authorize and supervise the construction of new buildings and seek and approve necessary funds for academic and physical development. It shall approve annually the terms and conditions of employment, salary policies and schedules for all staff, faculty, administrators and other employees of the University. It shall approve and authorize all earned degrees and all honorary degrees and awards upon recommendation of the President of the University and the faculty.

All actions of the Board of Trustees are final except in specific instances where such action requires the approval of a majority of the Members of the Corporation.

Section 2. Number of Trustees. The Board of Trustees shall consist of not fewer than ten (10) nor more than thirty-five (35) members and two ex officio members. At all times the voting membership of the Board shall include members of the Congregation of the Sisters, Servants of the Immaculate Heart of Mary, Scranton, Pennsylvania, and the alumni of the University.

Members of the Corporation with the exception of the President of the Congregation may not serve on the Board of Trustees during their terms of office. No administrator, faculty, or staff member of the University shall be eligible for membership on the Board until two years have elapsed after having served in such capacity.

Section 3. Election and Terms of Trustees. The trustees shall, on nomination of the Committee on Trustees and approval of a majority of the Board of Trustees, be elected for a term of three (3) years at the annual meeting of the Members of the Corporation or at any special meeting of the members duly called for that purpose. A trustee may not be elected for more than three (3) consecutive three-year (3) terms.

Section 4. Trustees Emeriti. Those individuals who have served Marywood University with distinction may be elected trustees emeriti by a two-thirds (2/3) vote of the members of the Board at a duly constituted meeting. They shall be entitled to receive notices of all meetings of the Board, to attend and speak at all such meetings, to receive minutes, and to be members of all committees except the Executive Committee. They shall have power to vote in meetings of committees on which they may serve, but shall not have voting powers in meetings of the Board of Trustees.

Section 5. Honorary Trustees. Individuals who have or who may serve Marywood University, the community or the nation with distinction may be elected honorary trustees by a two thirds (2/3) vote of the Board of Trustees at a duly constituted meeting. Such individuals shall have the privilege of attending Board meetings but shall not have voting power.

Section 6. Ex Officio Trustees. The President of the Congregation of the Congregation of the Sisters, Servants of the Immaculate Heart of Mary, Scranton, Pennsylvania, shall be ex officio a voting member of the Board of Trustees. If, on occasion of her necessary absence, she appoints someone to represent her at a meeting of the Board, that person who shall be a Member of the Corporation shall have voting power in her name. The President of the University shall be ex officio a voting member of the Board of Trustees and of all committees of the Board.

Section 7. Vacancies. The Board may fill vacancies at any stated meeting upon recommendation of the Committee on Trustees, pending approval of the majority of the Members of the Corporation. Any trustee elected for the unexpired term of the vacancy shall be eligible for two (2) complete terms as trustee under these Bylaws.

ARTICLE III. TRUSTEE OFFICERS.

The officers of the Board of Trustees shall consist of a Chair, a Vice Chair, a Treasurer, a Secretary, and such other officers as may be designated by the Board of Trustees upon nomination of the Committee on Trustees.

The officers shall be elected at the annual meeting for terms of one (1) year or until their successors are elected. Officers may be eligible for reelection; however, no officer may serve in the same office for more than three (3) consecutive terms, but may be elected to the same office after an absence from that office for one year. Any vacancy may be filled at any meeting of the Board of Trustees upon nomination of the Committee on Trustees.

Any officer may be removed by a ballot vote of the majority of the whole number of trustees whenever the best interests of the University will be served thereby.

Section 1. Chair and Vice Chair. The Chair shall preside at all meetings of the Board of Trustees and shall perform the duties usually attached to that office as well as those duties assigned by the Board of Trustees. The Chair, upon consultation with the President of the University, shall appoint chairs and other member of all committees of the Board of Trustees annually. The Chair of the Board shall chair the Executive Committee and shall be a voting member of all standing committees. In the absence of the Chair, the Vice Chair shall preside at meetings and perform such activities and duties incident to the office of Chair.

In event of a tie vote the Chair shall have the deciding vote.

Section 2. Treasurer. The Treasurer of the Board shall monitor the function and responsibility of the Vice President for Business Affairs and Treasurer of the University through the President of the University. The Treasurer shall chair the Committee on Financial Affairs, shall make reports to the Board of Trustees at such time as it may direct, and shall provide a written account of the financial condition of the University at the annual meeting. The Treasurer of the Board shall not administer the office of the Vice President for Business Affairs and Treasurer.

Section 3. Secretary. The Secretary of the Board of Trustees shall be responsible for the record of all votes of the Board of Trustees, shall keep a record of all meetings, shall give due notice of all meetings, and shall communicate actions of the Board of Trustees to all proper persons. The Secretary shall insure that these Bylaws are adhered to by all members of the Board of Trustees and by their functions and actions.

The Secretary of the University shall function as Assistant Secretary to keep minutes and to assist the Secretary of the Board of Trustees.

ARTICLE IV. TRUSTEES’ MEETINGS.

Section 1. Annual Meeting. The annual meeting of the Board of Trustees shall be held at Marywood University during the second quarter of the calendar year at a time fixed by the Executive Committee.

Section 2. Regular Meetings. In addition to the annual meeting, not less than two (2) other regular meetings shall be held during the year at such times as are determined by the Executive Committee. A majority of all meetings shall be held at the University. At one such meeting faculty, students and/or advisory groups may be invited to join in discussion and presentations of appropriate interest.

Section 3. Special Meetings. Special meetings of the Board of Trustees may be called by the Chair of the Board, by any three (3) members of the Board, by the President of the University and two (2) members of the Board, or by the President of the Congregation. The business to be transacted at any special meeting shall be set forth in the notice of such meeting. The Secretary shall issue the meeting call whether party to the call or not.

Section 4. Notice. Written notice of every meeting of the Board shall be sent by the Secretary to members not less than ten (10) days before such meeting. The agenda, data or material to be discussed shall be sent in advance whenever possible.

Section 5. Quorum. A majority of the voting members of the Board of Trustees shall constitute a quorum for the transaction of business.

ARTICLE V. COMMITTEES OF THE BOARD.

There shall be an Executive Committee, standing committees and ad hoc committees of the Board of Trustees. Standing committees shall include: Academic Affairs, Financial Affairs, Audit, Student Life, Physical Plant, University Advancement Committee, and Committee on Trustees. Other standing committees may be established by the Board from time to time as required to oversee permanent functions of a major character. Ad hoc committees may be appointed by the Chair of the Board in consultation with the President of the University. The term of an ad hoc committee shall be for no longer than one (1) year.

Section 1. Executive Committee. The Committee shall consist of the officers of the Board of Trustees, chairs of all standing committees, and the President of the University. Additional trustee members may be designated by the Chair so long as total members do not exceed twelve (12).

A majority of the whole number shall constitute a quorum for the transaction of business.

The Executive Committee shall exercise all of the powers of the Board of Trustees at such time as the Board is not in session, except to remove persons from office. It shall report its interim actions at the next regular meeting of the Board of Trustees.

The Executive Committee shall abide by and adhere to the responsible committee structure in the consideration of all business except that of an emergency nature. Normally all matters brought to the Executive Committee and to the Board of Trustees shall be directed to the appropriate committee requesting study and recommendation for action.

This committee meets at the request of the Chair. Should four (4) or more members of the Board deem it necessary to bring an issue to the attention of the committee, their request for a meeting should be made to the Chair. The meeting place shall be set at the convenience of the majority of members. Audio and/or video conference meetings are permissible in emergencies, but any action taken must be ratified at the next stated meeting.

The determination of honorary degrees and/or awards conferred in the name of Marywood University shall be approved in advance by the Executive Committee upon recommendation of the President of the University and the faculty in accordance with procedures set by the Office of the President of the University.

Section 2. Standing Committees. The Chair and members of each standing committee shall be regular, active members of the Board of Trustees. The committee chairs may invite non-Board members to assist the committees, subject to the approval of the Chair of the Board and the President of the University. Those who chair committees shall, with the advice of the President of the University and the staff officer, set meeting agendas as deemed necessary, assure that the discussions and actions of committees are properly recorded, promptly distributed to committee members, and submitted to the Executive Committee. Each committee should meet at least three (3) times during the year other than those times set aside for full Board meetings.

An officer of the University shall be appointed by the President of the University to serve each committee. Such officers serving standing committees shall do so as delegates of the President of the University and under her supervision.

Section 3. Academic Affairs Committee. The functions of this Committee are:

to assure that there is an up-to-date written description of the mission, goals and objectives of Marywood University as recommended by the President of the University and faculty and approved by the Board of Trustees;

to appraise periodically the regular and special educational operations of the University and to reflect its judgment thereon to the Board of Trustees;

to bring to the Board of Trustees recommendations of the President of the University and faculty concerning academic plans, programs and policy.

The Vice President for Academic Affairs of the University ordinarily shall serve as staff officer of this Committee through the President of the University.

Section 4. Financial Affairs Committee. The functions of this Committee are:

to assure that there is an up-to-date financial plan for the University, projected at least three (3) years ahead and based on educational goals, assumptions and requirements;

to insure that annual operating budget policies and procedures are in place;

to review annual operating and capital budgets for the University as prepared by the Administration, and to present the same with any recommendations for changes to the Board of Trustees, to review the current year’s financial operation and results, and to consider all non-budgeted requests for approval of expenditures or the incurring of obligations before presentation to the Board of Trustees;

to recommend to the Board of Trustees such action as it may deem advisable to improve the financial situation of the University including procurement policies and procedures, insurance underwriting, and the retention of legal counsel and fiscal consultants;

to establish policies and procedures with respect to investment and reinvestment of all funds of the University and to have general oversight of the investments of the University.

The Vice President for Business Affairs and Treasurer of the University ordinarily shall serve as staff officer of this Committee through the President of the University.

Secgtion 5. Audit Committee. The functions of this committee are:

to oversee the University's accounting and financial reporting process as well as various other regulatory and audit matters as they relate to the financial statements;

to recommend to the Board independent accountants to perform the annual audit;

to meet with the auditors before the process begins to review the general scope and procedures for the audit;

to meet with the auditors at the completion of the audit to review the financial statements, their report on adequacy of internal controls, and other findings;

to review the auditor's management letter;

to present the audited financial statement to the full Board;

to review the results of other work done by the auditors;

to provide oversight of the University's conflict of interest policy.

The Vice President for Business Affairs and Treasurer of the University ordinarily shall serve as staff officer of this Committee through the President of the University.

Section 6. Student Life Committee. The functions of this Committee are:

to continually assess and appraise the ever-changing non-academic aspects of student life;

to maintain a continuing relationship with student groups in order to provide mutual understanding among the students, faculty, administration and the Board of Trustees;

to bring to the Board of Trustees recommendations concerning any aspects of student life which are brought to it either by the students or the faculty.

The Vice President for Student Life of the University ordinarily shall serve as staff officer of this Committee through the President of the University. 

Section 7. Physical Plant Committee. The functions of this Committee are:

to study and recommend to the Board a master campus plan and capital budget (current and five-year) continuously updated so as to reflect educational goals and financial needs and projections as coordinated with appropriate Board committees;

to evaluate use of land and facilities, and to recommend appropriate action to the Board;

to review the annual operating budget for the physical plant and make recommendations to the Financial Affairs Committee;

to oversee authorized plant construction and physical improvements, and to make recommendations regarding campus planners, architects, plant consultants, and contractors.

The Vice President for Business Affairs and Treasurer of the University ordinarily shall serve as staff officer of this Committee through the President of the University. 

Section 8. University Advancement Committee. The functions of this Committee are:

to review and recommend fund raising and public relations programs which are necessary to enable the University to carry out its purpose;

to report regularly on its activities to the Board of Trustees.

The Vice President for University Advancement ordinarily shall serve as staff officer of this Committee through the President of the University.

Section 9. Committee on Trustees. The functions of this Committee are:

to continually assess and appraise Board organization, operation, membership and attendance to assure maximum effectiveness and to make such recommendations from time to time as, in its judgment, will accomplish the objectives of the Board;

to maintain a trustee candidate list through a constant search to identify individuals best able to serve the University at the trustee level;

to maintain an orientation program for new trustees;

to make nominations for membership on the Board and of such officers of the Board and committees as required elsewhere in these Bylaws;

to nominate trustees emeriti;

to design a continuing program of education of trustees concerning issues confronting higher education and problems confronting Marywood University.

The President of the University shall ordinarily serve as staff officer and liaison officer to this Committee.

ARTICLE VI. ACTION WITHOUT FORMAL MEETING.

Any action required or permitted to be taken by the Board of Trustees or by any committee thereof may be taken without a formal meeting. Meetings may be conducted by mail, audio and/or video conferencing, or in any other way decided upon. However, a written consent setting forth the action so taken and signed by all members of the Board or of the committee, as the case may be, must be filed with the minutes of the proceedings of the Board or the committee.

ARTICLE VII. EXECUTIVE OFFICERS OF THE UNIVERSITY.

Section 1. President of the University. The Board of Trustees shall elect a President of the University for a term of five (5) years with the right to succession, subject to the advice and consent of a majority of the Members of the Corporation. In the election of the President, the Board of Trustees shall give first consideration to duly qualified members of the Congregation of the Sisters, Servants of the Immaculate Heart of Mary, Scranton, Pennsylvania.

The President of the University shall administer the government of Marywood University as its Chief Executive Officer and shall be ex officio a member of the Board of Trustees and all committees of the Board.

In case of the disability of the President of the University, the duties of that office shall be performed by a University officer designated by the Board of Trustees with the consent of a majority of the Members of the Corporation.

Section 2. Vice President for Academic Affairs. The President of the University shall appoint, with Board of Trustees approval, a Vice President for Academic Affairs for a term of three (3) years with right to succession, The Vice President for Academic Affairs shall be the Chief Academic Officer and have direct responsibility for the proper functioning of the academic programs of the University. 

Section 3. Vice President for Business Affairs. The President of the University shall appoint, with Board of Trustees approval, a Vice President for Business Affairs for a term of three (3) years with right to succession. The Vice President for Business Affairs shall be responsible for the direction and administration of the financial affairs of the University, its physical facilities and related matters, and serve as Treasurer of the University.

Section 4. Vice President for Student Life. The President of the University shall appoint, with Board of Trustees approval, a Vice President for Student Life for a term of three (3) years with right to succession. The Vice President for Student Life shall be responsible for the supervision of student discipline, for all student extracurricular activities, and for other non-academic areas of student life.

Section 5. Vice President for University Advancement. The President of the University shall appoint, with Board of Trustees approval, a Vice President for University Advancement for a term of three (3) years with right to succession. The Vice President for University Advancement shall be responsible for planning and implementation of all phases of the University’s fund raising and public relations activities.

Section 6. Secretary of the University. The President of the University shall appoint, with Board of Trustees approval, a Secretary of the University for a term of three (3) years with right to succession. The Secretary of the University shall perform all the duties normally incident to the office of Secretary and shall serve as Assistant Secretary of the Board of Trustees.

Section 7. Treasurer. The Vice President for Business Affairs shall serve as Treasurer of the University.

Section 8. Termination. The appointment of the President of the University may be terminated for cause by resolution of a duly called meeting and upon a two-thirds (2/3) vote of the whole number of the Board of Trustees, pending approval of a majority of the Members of the Corporation. The appointments of other executive officers may be terminated by the President of the University for cause upon approval of a majority of the Board of Trustees.

ARTICLE VIII. THE FACULTY.

The faculty of the University shall consist of all full-time, pro rata, and per course personnel engaged in teaching and/or librarianship, research, scholarship and service. Faculty members shall be appointed by the President of the University. Full-time faculty members shall be promoted and/or granted tenure by the President of the University in accordance with the requirements set forth in the policies of the University.

ARTICLE IX. CHANNEL TO THE BOARD.

Any official communication from the faculty, executive or administrative officers or staff of Marywood University shall be presented in writing to the Board of Trustees only through the President of the University.

ARTICLE X. ADVISORY GROUPS.

The President of the University may seek the advice and counsel of one or more associate boards organized for the purpose of rendering assistance in such matters as are deemed necessary.

ARTICLE XI. INDEMNIFICATION.

Section 1. Standard of Care of Officers and Trustees. An officer or trustee shall act in good faith in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence as a prudent person would use under similar circumstances. Trustees shall perform their duties as directors in accordance with the standards in the Pennsylvania Directors’ Liability Law.

Section 2. Limitation of Liability. A trustee shall not be personally liable for monetary damages for any action taken as a trustee, or any failure to take action unless the trustee has breached or failed to perform the duties of office under Section 1 of this Article, and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. These provisions shall not apply to any criminal statute or the liability of the trustees for taxes pursuant to local, state or federal law.

Section 3. The Corporation shall indemnify any officer, trustee, or agent who was or is a party or is threatened to be made a party to any threatened, pending or completed third party or derivative action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a representative of the Corporation or is or was serving at the request of the Corporation as a representative of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding.

Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Articles of Incorporation or these Bylaws, or under any contractual indemnification agreement or vote of the Board, or insurance purchased by the Corporation or otherwise, both as to action in an official capacity and as to action in another capacity while holding that office. Indemnification as authorized by this Article shall continue as to a person who has ceased to be an authorized representative and shall inure to the benefit of the heirs and personal representatives of such a person.

Section 4. When indemnification is not to be made. Indemnification pursuant to this Article shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 5. Grounds. Indemnification pursuant to this Article may be granted for any action taken or any failure to take any action and may be made whether or not the Corporation would have the power to indemnify the person under any other provision of law except as provided in this Article and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the Corporation.

Section 6. Payment of Expenses. Expenses incurred by an officer, trustee, employee or agent in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation.

Section 7. Contractual Obligation. The obligations of the Corporation to indemnify a trustee or officer under this Article, including the advancement of expenses when so determined, shall be considered a contract between the Corporation and such trustee or officer, and no modification or repeal of any provision of this Article shall affect, to the detriment of the trustee or officer, such obligations of the Corporation in connection with a claim based on any act or failure to act occurring before such modification or repeal.

Section 8. Insurance, Security, and Other Indemnification. The Board of Trustees shall have the power to: (a) authorize the Corporation to purchase and maintain, at the Corporation’s expense, insurance on behalf of the Corporation and on behalf of others to the extent that the power to do so has been or may be granted by statute, (b) create any fund of any nature whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (c) give other indemnification to the extent not prohibited by statute.

ARTICLE XII. 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 his or her responsibilities to the University, or (b) such trustee is aware that a member of his or her family (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 member of his or her family) 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 a conflict of interest may exist in any matter may request the Board or committee to resolve the questions by majority vote.

ARTICLE XIII. DISSOLUTION OF THE CORPORATION.

Upon the dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for the payment of all liabilities of the Corporation, transfer all of the assets of the Corporation to the Sisters, Servants of the Immaculate Heart of Mary, Scranton, Pennsylvania, or its successor in interest, provided that such organization then qualifies as an exempt organization under 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law, or if it does not so qualify, to such other organization or organizations established and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law, as the Members of the Corporation shall determine in accordance with and subject to the Code of Canon Law of the Roman Catholic Church.

ARTICLE XIV. REVIEW AND AMENDMENTS.

Section 1. Amendments. The Bylaws with the exception of Article 1 may be amended by a majority vote of the members of the Board of Trustees at a regular meeting. An amendment may be jointly proposed by any five (5) Board members and submitted in writing to the Secretary one month in advance of the meeting at which it shall be voted upon. Each member shall receive a copy of the proposed amendment at least two (2) weeks in advance of the meeting at which a vote will be taken. Unanimous approval of the whole number of members of the Board at a legally constituted meeting may permit an amendment to the Bylaws, without the written notice requirement being met, provided the amendment is sponsored by at least five (5) members present.

Article I may be amended by the Members of the Corporation. As provided in Pennsylvania Law, the Members of the Corporation have the right to approve any change in the Bylaws.

Section 2. Review. Every other year, prior to the annual meeting of the Board of Trustees, the Executive Committee shall review these Bylaws and suggest any necessary changes thereto.

ARTICLE XV. PARLIAMENTARY AUTHORITY.

Any procedure not herein prescribed shall be governed by the latest edition of Robert’s Rules of Order.