Revision approved by the Board of Trustees 05/04/13
ARTICLE 1. OFFICE
ARTICLE 2. TRUSTEES
The designated number of Trustees will be increased by one (1) for a period of one year in case the Immediate Past Chair of the Board (see Section 3.01 below) does not have a continuing portion of a term on the Board and otherwise would be excused from membership on the Board.
If a subsequent resolution either increases or decreases the number of Trustees, that resolution will not be put into effect until the next regular meeting of the Board following the adoption of the resolution, at which Trustees are normally elected. The initial number of Trustees following the adoption of these Restated Bylaws shall be thirty (30), including two (2) faculty, two (2) students and one (1) alumnus/a member.
If the term of the Chair of the Board is extended for one year pursuant to Section 3.01, the designated number of the Trustees shall be increased by one during that year.
Non-liability of Trustees
Classes of Trustees and Terms of Office
Term of office of Faculty and Alumnus/a Trustees shall be one three (3) year term. Term of office of Student Trustees shall be one two (2) year term. Term of office of Public Trustees shall be, upon initial election to the Board, for two (2) years. A trustee takes office at the adjournment of the meeting at which he or she has been elected or, if elected by electronic, fax or mail ballot, upon the certification of such ballots by the Secretary.
Public Trustees may be elected to up to three subsequent three-year terms. A period of at least one (1) year must lapse before such person is again eligible for election.
Two Faculty Trustees will be elected from among the members of the Fielding faculty. Faculty Trustees may not be elected for a second consecutive term. A period of at least one (1) year must lapse before such person is again eligible for election. However, a former Student Trustee shall be eligible for service as a Public Trustee.
Two Student Trustees will be elected from among the Fielding students in good standing. Student Trustees may not be elected for a second consecutive term. A period of at least one (1) year must lapse before such person is again eligible for election. However, a former Student Trustee shall be eligible for service as a Public Trustee.
One Alumni Trustee will be elected from among the Fielding alumni. Alumni Trustees may not be elected for a second consecutive term. A period of at least one (1) year must lapse before such person is again eligible for election. However, a former Student Trustee shall be eligible for service as a Public Trustee.
The Chair shall notify Trustees in writing that they have been elected within 10 days of the election meeting, and the newly elected Trustees shall indicate their acceptance of election in writing within sixty (60) days of the date of the mailing of the notice. If a newly elected Trustee fails to give notice of acceptance within that period, the Trustee will be considered to have declined election and the position will be regarded as vacant.
(1) on the death, termination or resignation of any Trustee;
(2) whenever the number of Trustees authorized is increased; and
(3) when a vacancy has been declared.
(Declaration of Vacancy)
(b) The Board may declare vacant the office of a Trustee:
(1) if the Trustee is declared of unsound mind by an order of court, or convicted of a felony;
(2) if within sixty (60) days after notice of the Trustee’s election the Trustee does not accept the office;
(3) in the judgment of the Board, if the Trustee has three unexcused consecutive absences at the Board meetings or committee meetings to which the Trustee has been assigned; or
(4) whenever in the judgment of the Board by a seventy-five percent vote of all the remaining members of the Board in good standing that the best interest of the Corporation will be served by such vacation.
(c) Vacancies caused by the death, incapacity, retirement, or otherwise, of any Trustee shall be filled by an election by the remaining Trustees. Vacancies created by an amendment to the Bylaws increasing the number of Trustees authorized shall be filled as provided in such amendment. If an amendment fails to provide for filling vacancies, the vacancy shall be filled by a majority vote of the Trustees present at the next regular meeting.
(Term of Office)
(d) A person elected to fill a vacancy on the Board with term limits shall complete the term of the person who vacated the office. Such person’s eligibility for re-election shall be as provided in Section 2.03, provided that if the unexpired portion is less than one half the term, the period of service shall not be considered in determining eligibility for re-election pursuant to Section 2.03.
Reduction of Number
Section 2.08. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these Restated Bylaws, all corporate powers of the Corporation shall be exercised, its properties controlled, and its affairs conducted by the Board. The following powers are exclusively delegated to the Board:
(a) The schedule of specific meeting dates will be set in advance at each Annual General Meeting for the next two years.
(d) The Secretary, or other person designated by the Chair, shall deliver written or printed notice of the time and place of meetings and proposed agenda of the Board to each Trustee personally or by United States mail, email or facsimile at least ten (10) days prior to the date of the meeting.
In the case of a special meeting called by the Chair, or in the absence or incapacity of the Chair, by the Vice Chair, or by petition of no fewer than three (3) members of the Board, whoever has initiated the call of the meeting shall so notify the Secretary in writing. The issuance of the call to the Trustees shall also be in writing. The Secretary shall issue the call in writing within three (3) days of the receipt of the notice. If the Secretary fails to issue the call in writing within this period, the party/parties who issued the call shall notify the Trustees of the meeting directly, indicating the time of the original notice to the Secretary and the omission of the Secretary to act.
(e) A majority of the Trustees in office shall constitute a quorum for the transaction of business, but if less than a majority of the Trustees are present, a majority of the Trustees present may adjourn the meeting without further notice. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
(Majority Action as Board Action)
(Validation of Meeting Defectively Called or Noticed)
(Conduct of Meetings)
(h) Meetings shall be presided over by the Chair of the Board or in the Chair’s absence by the Vice Chair, or, in the absence of both, by a chair chosen by a majority of the Trustees present. The Secretary of the Corporation shall act as the secretary for any meeting of the Board or the Executive Committee. If the Secretary is absent from any such meeting, the presiding officer may appoint any Trustee to act as secretary for the meeting.
(Action Without Meeting)
(Indemnity by Corporation for Litigation
(Expenses of Officer, Director, or Employee)
Section 2.10. To the extent permitted by law, this Corporation shall indemnify and hold harmless to the fullest extent authorized by statutory and decisional law, as the same exists or may hereafter be interpreted or amended (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Corporation to provide broader indemnification rights than were permitted prior thereto) its directors, officers, employees and other persons described in Section 5238(a) of the California Corporations Code (“Agents”), including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and.reasonably incurred by them in connection with any "proceeding," as that term is used in that Section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that Section. "Expenses," as used in this bylaw shall have the same meaning as in Section 5238(a) of the California Corporation Code. It is the Corporation's intention that these Revised Bylaws provide indemnification in excess of the expressly permitted by the California General Corporation Law.
Section 2.16. The rights provided by Sections 2.10-2.14 shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
Section 2.17. The Corporation shall not be liable to indemnify any Agent for any (a) amounts paid in settlement of any action or claim effected without the Corporation's written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award, if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.
Section 2.18. Any amendment, repeal, or modification of Sections 2.10-2.20 shall not adversely affect any right or protection of any Agent existing at the time of such amendment, repeal, or modification.
Section 2.19. In the event of an indemnification payment, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.
The Board will establish and follow a policy on Conflict-of-Interest for trustees, members of trustee committees and officers of the Corporation. The policy will be reviewed annually by the Board, and each affected person will be required to state that they have reviewed the current policy and to disclose any potential conflict-of-interest. The Corporation will maintain a confidential record of these statements.
ARTICLE 3. OFFICERS OF THE CORPORATION
Number and Titles
Election and Term of Office
The Chair and the Vice Chair
(Duties of the President)
The President shall be the chief executive officer of the Corporation and shall in general, subject to the control of the Board, supervise and control all of the business and affairs of the Corporation. The President shall, subject to the direction of the Board except by action of the Trustees otherwise delegating the authority, appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Corporation except as provided in Article 2.08 (c). The President shall perform all duties incident to the office and such other duties as may be required by law, the Articles of Incorporation of this Corporation, or these bylaws, or which may be from time to time assigned to this officer by the Board. In the event of the absence or disability of the President to act, the Board will appoint an Interim President for an interim period.
(Duties of the Treasurer)
In general, the Treasurer shall perform all duties incident to the office of Treasurer, including, but not limited to, the oversight of the financial functions of the Corporation, and such other duties as may be required by law, the Articles of Incorporation of this Corporation, or these bylaws, or which may from time to time be assigned to this officer by the Board. Any instrument, check or note to which the Corporation shall be a party and which would obligate the Corporation to an amount determined by resolution of the Board must be signed by the Treasurer and the President.
(Duties of the Secretary)
The Executive Committee
(b) The Chair shall be the Chair of the Executive Committee, and in the Chair's absence or inability or failure to act as such the Vice Chair shall serve in the Chair's place.
(Power and Duties)
(c) Except as otherwise provided by law, the Articles of Incorporation, or these bylaws, the Executive Committee shall, during periods between Board meetings, have the power to act on behalf of the Board, except with respect to:
(1) the filling of vacancies on the Board or in any committee;
(2) the amendment or repeal of Bylaws or the adoption of new bylaws;
(3) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
(4) the appointment of any other committees of the Board or the members of these committees.
(d) The Executive Committee shall keep regular minutes of its proceedings, and these minutes shall be sent to the Trustees after each of the Executive Committee's meetings.
(e) A quorum of the Executive Committee shall consist of a majority of the members.
(Composition of Standing Committees)
(Meetings of Standing Committees)
(b) Each committee shall meet at least once annually and at such other times as the committee chair deems necessary. The Chair is empowered to call a meeting of any committee when the Chair deems it advisable to do so.
(Powers and Functions of Standing Committees)
(c) Each standing committee shall be responsible for developing a committee charter and defining policy in its respective area of concern. The Executive Committee to annually review standing committee charters to ensure alignment with the University’s current strategic direction. Actions taken by the standing committees shall not bind the Board unless approved by the Board or its Executive Committee.
(Rules of Procedure of Standing and Ad Hoc Committees)
(d) Each standing or ad hoc committee may adopt rules for its own governance and procedure not inconsistent with law, the article of incorporation, these bylaws, or with the rules and regulations adopted by the Board.
(e) Each Standing Committee of the Board shall record minutes of the meetings of the Committee held at times other than the regular Board meetings and include those minutes with the agenda book of the next regular meeting of the Board.
(Ad Hoc Committees)
(f) At the discretion of the Board ad hoc committees may be designated from time to time. The chair of each such committee shall be appointed by the Chair of the Board with the approval of the Board. Members of such committees shall be appointed by the Chair of the Board unless otherwise provided by the Board in its resolution establishing such committee. Except as otherwise provided in such resolution, committee chairs shall be Trustees of the Corporation. The chair or any member of such a committee may be removed from the committee by the person(s) authorized to appoint such person, whenever in her/his judgment the best interests of the Corporation will be served by such removal.
(Quorum of Standing and Ad Hoc Committees)
(g) A quorum of a Standing (other than the Executive Committee) or Ad Hoc Committee exists when at least half of the members of such a committee is present.
ARTICLE 4. EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
ARTICLE 11. RECORDS AND REPORTS
Maintenance of Other Corporate Records
Section 11.1. The accounting books and records and minutes of proceedings of the Board and any committee shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.
Inspection by Trustees
Section 11.2. Every Trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.
ARTICLE 12. GENERAL CORPORATE MATTERS
Construction and Definitions
Section 12.1. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these Revised Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.
The Conflict of Interest policy applies to all employees of Fielding Graduate University as well as Board members. Please see the posting of the policy here: Conflict of Interest
To request a copy of the policy & procedures please e-mail the Board of Trustees Office at: firstname.lastname@example.org.
The Board of Trustees wishes to recognize long, meritorious and loyal service of faculty members to Fielding. To this end, it establishes the title of Faculty/Professor Emeritus which may be awarded to specific individuals by action of the Board.
The title Faculty/Professor Emeritus may be conferred on faculty members who wish to retire from Fielding in recognition of lengthy, meritorious and loyal service to Fielding. Recommendations for award of the title must be approved individually by the Board of Trustees.
Holders of the title Faculty/Professor Emeritus will be entitled to the following privileges:
To request a copy of the policy & procedures please e-mail the Board of Trustees Office at: email@example.com.
This statement of investment policy is set forth by the Budget, Finance, and Audit Committee (hereafter referred to as the BFA Committee) of the Fielding Graduate University in order to:
1. Define and assign the responsibilities of all involved parties.
2. Establish a clear understanding for all involved parties of the investment goals and objectives of Fund assets.
3. Offer guidance and limitations to the Investment Management Consultant and all Investment Managers regarding the investment of Fund assets.
4. Establish a basis for evaluating investment results.
5. Manage Fund assets according to prudent standards as established in common trust law.
6. Establish the relevant investment horizon for which the Fund assets will be managed.
To request a copy of the policy & procedures please e-mail the Board of Trustees Office at: firstname.lastname@example.org
President Emeritus is an honorary title, with no associated material benefits. President Emeriti shall be honorary members of the Fielding Graduate University convocations and related graduation activities.
The Trusteeship Committee and the President are responsible for vetting and recommending candidates to the Board. The Trusteeship Committee along with the Executive Committee will evaluate Board membership annually to discuss membership levels. The Bylaws of Fielding Graduate University under Article 2 section 2.01 state that there shall not be fewer than (12) nor more than (30) trustees (“Trustees”).
All Trustees, as well as staff, faculty and alumni, are encouraged to submit nominations to be considered for election to the Board. The person nominating the individual is responsible to submit a Nomination Form and a resume to the Trusteeship Committee, and to speak on the individual’s behalf, including an analysis of the potential candidate’s capacity for time, talent and treasure, at a regularly scheduled meeting of the Trusteeship Committee.
Trustees shall be elected by a majority of the Trustees present at any regularly scheduled meeting of the Board or by written consent of two-thirds of the full Board.
This policy has been developed to ensure that Fielding Graduate University, a private, not for profit educational institution, utilizes its financial resources in a prudent and responsible manner. To fulfill their responsibilities, Trustees are expected to cover their own expenses, except as outlined below.
Fielding Graduate University will reimburse Trustees who travel away from home on University related business for the following:
Fielding Graduate University will reimburse Student and Faculty Trustees who are required to travel away from home to attend University Board of Trustees meetings, if so requested by the Trustee according to the guidelines below. To receive in-kind acknowledgement for travel and lodging expenses incurred when attending a Fielding Board meeting, Trustees should email a statement of their total expenses to the Development Office.
Fielding maintains a Business Expense Reimbursement and Travel Policy that is posted on line at Business Expense Reimbursement & Travel Policy. The guidelines below are intended to provide the necessary information from the University policy as it applies to Trustee travel. Exceptions to this policy for Trustees require advance approval by the Chair of the Board.