Albright College Board of Trustees
Handbook

• Introduction
• Board of Trustees’ Organization Chart
• Code of Conduct
• Bylaws
  • ARTICLE I - Board of Trustees Authority and Responsibilities
  • ARTICLE II - Membership of the Board of Trustees
  • ARTICLE III - Officers of the Board of Trustees
  • ARTICLE IV - Term, Authority and Responsibilities of the President of the College
  • ARTICLE V - The President’s Objectives, Performance Assessment and Compensation
  • ARTICLE VI - Term, Authority and Responsibilities of the Vice President(s)
  • ARTICLE VII - Meetings of the Board of Trustees
  • ARTICLE VIII - Action Without Formal Meeting
  • ARTICLE IX - Committees
  • ARTICLE X - The Executive Committee
  • ARTICLE XI - Conflict of Interest
  • ARTICLE XII - Alumni Association
  • ARTICLE XIII - Liability and Indemnification Standards for Trustees
  • ARTICLE XIV - Review and Amendment of Bylaws
• Statements of Role and Responsibilities of Committees

Board of Trustees’ Bylaws

ARTICLE I

Board of Trustees Authority and Responsibilities

Section 1.The Board of Trustees shall have and exercise those corporate powers prescribed by law. Its ultimate authority is affirmed through its general, academic and financial policy making functions and its responsibility for the corporation's financial health and welfare. The Board of Trustees shall exercise ultimate institutional authority as set forth in these bylaws and in such other policy documents it deems appropriate. Unless otherwise specified, the implementation of all Board of Trustees’ policy shall be vested in the President. These bylaws and other Board of Trustees’ policy statements shall take precedence over all other institutional statements, documents and policies.

Section 2. The Board of Trustees shall have the authority to carry out all lawful functions that are permitted by these bylaws, by the Charter or by applicable law. This authority, in consultation with the President, shall include, but shall not be limited to, these illustrative functions:

1. Determine and periodically review the College's mission and functions.
2. Elect the President who shall be the College's chief executive officer and set appropriate conditions of employment.
3. Support the President and assess his or her performance, and report the results of the assessment to the full Board of Trustees for their approval.
4. Review and approve proposed changes in the College's academic programs, courses of study and other major enterprises consistent with the College's mission, plans and financial resources.
5. Approve institutional policies bearing on faculty appointment, promotion, tenure and dismissal, as well as personnel and anti‑discriminatory policies for other categories of employees.
6. Approve annual budget and annual tuition and fees, regularly monitor the College's financial condition and establish policy guidelines affecting all institutional assets including investments and physical plant.
7. Contribute financially to the College's fundraising goals, participate actively in strategies to secure resources of support, and authorize College officers to accept gifts, grants, or bequests subject to Board of Trustees’ policy guidelines. Members of the Board of Trustees are expected to regard the College as among their top two or three philanthropic priorities.  Each trustee is expected to support annually The Fund for Albright, periodic capital efforts, and other special efforts with thoughtful and proportionate generosity that  is consistent with the individual capacity of the trustee to give. From time to time, the Board of Trustees sets , a minimum annual contribution amount, as a guideline, (currently $5000). Each trustee is asked to contribute annually from his or her own resources, or through a combination of personal funds and personal fundraising efforts an amount not less than the suggested minimum. The participation of each trustee in a meaningful way to Board-approved fundraising efforts enables the College to solicit funds from others by using its own trustees as examples of commitment.
8. Authorize any need for debt financing and approve the security of loans.
9. Authorize the construction of new buildings, capitalization of deferred maintenance backlogs and major renovations of existing buildings.
10. Authorize the purchase, sale and management of all land, buildings or major equipment.
11. Approve all earned and honorary degrees through the faculty and the President, as they shall recommend.
12. Serve actively as advocates for the College in appropriate matters of public policy in consultation with the President and other responsible parties as the Board of Trustees shall determine.
13. Periodically undertake or authorize assessments of the Board of Trustees' performance.

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ARTICLE II
Membership of the Board of Trustees

Section 1.      It is part of the mission of the Board of Trustees to represent those who have a stake in Albright College.

Section 2.      The Board of Trustees shall consist of no fewer than fifteen (15) persons nor more than forty‑five (45) persons. All potential Trustees will be evaluated and approved by the Trusteeship and Governance Committee, and voted to membership by a majority of the Board of Trustees.

Section 3.      A minimum of 15% of the members of the Board of Trustees shall be members of the United Methodist Church.

Section 4.      Alumni of Albright College shall make up 50‑75% of the Board of Trustees.  The College's duly authorized Alumni Association shall elect alumni nominees annually. The Secretary of said Association shall certify election of alumni nominees to the Trusteeship and Governance Committee of the Board of Trustees for their consideration.

Section 5.      At least four (4) members of the Board of Trustees shall be from the Reading and Berks County area.

Section 6.      All other members of the Board of Trustees shall be trustees‑at‑large.

Section 7.      Unless otherwise limited, the term of service for trustees shall be for a period of three years, and shall begin immediately upon adjournment of the  Board meeting  at which they have been duly elected. Staggered expiration of three year term trustees will be established so that approximately one third (1/3) of the three year terms will expire each year. Subject to the provisions of the last sentence of this section, trustees serving as officers of the Board of Trustees may extend their term by one-year. Trustees may be re‑elected for additional three year terms with the recommendation of the Trusteeship and Governance Committee. No more than three consecutive three year terms may be served by any trustee without at least a one year hiatus off the Board of Trustees.

Section 8.      The President of the College shall be a full member of the Board of Trustees. No other person shall be eligible for election to membership on the Board of Trustees who is a full‑time employee of Albright College.

Section 9.      Upon recommendation of the Trusteeship and Governance Committee, trustees who have served with meritorious distinction over a long period of years may be elected by a majority of trustees as Trustees Emeriti.  Trustees Emeriti shall be invited to attend all annual, interim and special sessions of the Board of Trustees, and shall have all the privileges of a trustee except the right to vote. Trustees Emeriti shall not be counted as part of quorum determinations at these sessions.

Section 10.    All trustees serve at the pleasure of the Board of Trustees. A trustee may be removed from service by a recommendation of the Trusteeship and Governance Committee and an affirmative vote of two‑thirds of the trustees.

Section 11.    Two current full-time faculty members of Albright College, the Faculty Executive Committee (FEC) Chair and the Educational Policy Committee (EPC) Chair, shall be representatives to the Board of Trustees. Terms of faculty representation to the Board of Trustees will be the faculty representative's term in the faculty elected office. These representatives shall be non‑voting representatives to the Board of Trustees’ and Executive Committee meetings and shall not be eligible to attend Executive Sessions.

Section 12.    The current President of the Student Government Association (SGA) shall be a representative to the Board of Trustees. The term of student representation to the Board of Trustees will be the student representative's term as President of SGA. The student representative shall be a non‑voting representative to the Board of Trustees’ and the Executive Committee meetings and shall not be eligible to attend Executive Sessions.

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ARTICLE III
Officers of the Board of Trustees

Section 1.      At the annual meeting held after September I of every other year, or at a special meeting called for such purpose, the Board of Trustees shall elect from its active membership, for a period of two years, a Chairperson of the Board of Trustees, a Vice Chairperson of the Board of Trustees, and a Secretary of the Board of Trustees.  An officer shall remain in office until replaced or removed in accordance with this Article.

Section 2.      The chairperson of the Board of Trustees shall preside at all meetings of the Board of Trustees, and have the right to vote on all questions, work with the Trusteeship and Governance Committee to appoint committee chairpersons, vice‑chairpersons and committee members of all Board of Trustees’ committees with the exception of the Executive Committee, serve as spokesperson for the Board of Trustees, be an ex officio member of all committees of the Board of Trustees, and perform such other duties as custom and usage shall require.

Section 3.      The Vice Chairperson shall preside and act in the absence of the Chairperson and, when so acting, shall have all the powers and authority of the Chairperson. Next to preside is the Secretary of the Board of Trustees if the Chair and Vice Chair are absent, followed by the Chair of the Trusteeship and Governance Committee.

Section 4.      The Secretary or the Chairperson shall issue all notices of the meetings of the Board of Trustees as may be required. The Secretary of the Board of Trustees shall have custody of the corporate seal and all documents belonging to the corporation, keep accurate minutes of the proceedings at meetings of the Board of Trustees and the Executive Committee, and perform such duties as usually pertain to the office. The President shall designate a Secretary of the College who shall assist the Secretary of the Board of Trustees.

Section 5.      The Chairperson or Vice Chairperson and the Secretary of the Board of Trustees shall sign all diplomas and certificates authorized by the Board of Trustees.

Section 6.      The term of office for all officers shall be for two years. Officers may be reelected for one additional two year term, and may be elected again to an officer position after a two year hiatus.

Section 7.            Any officer of the Board of Trustees may be removed from office at any time, with or without cause, by an action of two-thirds majority of the Board of Trustees.

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ARTICLE IV
Term, Authority, and Responsibilities of the President of the College

Section 1.      The President serves at the pleasure of the Board of Trustees for such term and with such conditions of employment as shall be determined by the Board of Trustees.

Section 2.      The President shall be the College's chief executive officer and the chief advisor to and executive agent of the Board of Trustees. His or her authority is vested through the Board of Trustees and includes responsibilities for all College educational and managerial affairs. The President is responsible for leading the College, implementing all Board of Trustees’ policies, keeping the Board of Trustees informed on appropriate matters, consulting with the Board of Trustees in a timely manner on matters appropriate to its policy making and fiduciary functions, and serving as the College's key spokesperson. He or she has the authority to execute all documents on behalf of the college and the Board of Trustees consistent with Board of Trustees’ policies and the best interests of the College. The President may serve as an ex officio member of all Board of Trustees’ committees, except the Audit committee, and except the President shall not participate in any meeting when Presidential evaluation and compensation are being considered.

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ARTICLE V
The President's Objectives, Performance Assessment and Compensation

Section 1.      The Executive Committee of the Board of Trustees shall serve as the President's Compensation Committee. (The Executive Committee is described in Article X.)

Section 2.      The President in conjunction with the Executive Committee shall develop his/her annual performance objectives for approval by the full Board of Trustees.

Section 3.      The Board of Trustees shall conduct an annual performance assessment of the President as defined by the Executive Committee, in collaboration with the President, in executive session at the annual meeting of the Board of Trustees.

Section 4.      In general, it is the responsibility of the Executive Committee to facilitate the annual performance assessment of the President and report this assessment to the entire Board of Trustees for review and approval. The President may be reviewed at any time deemed desirable by the Board of Trustees by an outside evaluator, who will be appointed by the Board of Trustees after consultation with the President.

Section 5.      The Executive Committee will determine the President's compensation package based on the results of the annual performance assessment and report such for approval to the Board of Trustees in Executive Session for approval by the full Board of Trustees.

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ARTICLE VI
Term, Authority and Responsibilities of the Vice President(s)

Section 1.      The vice president(s) and /or dean(s) and /or provost shall serve for such term(s) and have such authority and responsibilities as the President shall determine.

Section 2.      Should the President be rendered incapable of performing his or her duties, the Board of Trustees shall determine which vice president or other individual shall perform the President's duties.  The President is to have two administrators prepared at all times to assume the duties of the President should he or she be incapable of performing those duties, and shall notify the Executive Committee annually of those prepared.

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ARTICLE VII
Meetings of the Board of Trustees

Section 1.      The Board of Trustees shall have at least three (3) regular meetings annually on such dates and at such places as it or the Executive Committee shall determine. The annual meeting for the purpose of electing trustees and officers of the Board of Trustees (upon expiration of their two‑year term), shall be the first Board of Trustees’ meeting after September I of each year.  At such annual meeting, the Board of Trustees shall schedule the regular meetings for the coming academic year.

Section 2.      Special meetings may be held at the call of the Chairperson of the Board of Trustees or any eight trustees. Written notice of such special meetings shall be sent to all trustees by the Chairperson or Secretary of the Board of Trustees with a clear statement of purpose(s) at least five (5) days in advance. Business at such special meetings shall be confined to the stated purpose(s).

Section 3.      A quorum for the transaction of business at meetings of the Board of Trustees shall consist of a majority of the voting member trustees. Except as otherwise provided in these bylaws or the Charter, a majority vote of those members present with a proper quorum shall constitute proper action.

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ARTICLE VIII
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 by a written consent executed by at least a majority of the Board of Trustees eligible to vote thereon.  Trustees may participate in meetings by mail, fax, conference call, telegram and cable, or by any other means of communication the trustees may decide. The record of such action shall be directed to every member of the Board of Trustees or committee involved. The respective secretary shall certify as to the appropriate actions having been taken, and the written consent setting forth the action(s) taken and signed by a majority of those member trustees eligible to vote shall be filed with the minutes of the proceedings as soon as possible.

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ARTICLE IX
Committees

Section 1.      The Board of Trustees shall establish such standing and ad hoc committees as it deems appropriate to the discharge of its responsibilities. Each shall have a definite written Statement of Role and Responsibilities with rules of procedure and policy guidelines that shall be reviewed annually by the committee, and approved by the Executive Committee and the Board of Trustees. Ad Hoc committees will be constituted only for the duration of their task and will be dissolved upon completion thereof at the direction of the Board of Trustees’ Chairperson.

Section 2 The Chairperson of the Board of Trustees in consultation with the Trusteeship and Governance Committee shall appoint the chairpersons, vice chairpersons and members of all Board of Trustees’ committees except the Executive Committee. All committee chairpersons and vice chairpersons shall be Trustees. Each member of the Board of Trustees shall be appointed to at least two committees.

Committee chairpersons shall serve as chairperson for a period of two years with an additional two year appointment possible. After a two year hiatus, he or she may be reappointed to chair the same committee. Committee chairpersons, other than the Executive Committee chair, shall be selected at the annual meeting of the Board of Trustees when officers are not elected.

Section 3         Each committee, except for the Audit Committee, shall have an officer(s) of the College or a member of the administrative staff, as determined by the President, to assist in its work. Except as otherwise provided in these bylaws, each committee, as determined by the Chairperson of the Board and upon recommendation of the President, may have a member(s) of the faculty, staff and student body serve as advisory members. Advisory members shall attend meetings, or portions thereof at the call of the chairperson of the committee. Officers of the College, administrative staff, invited faculty and students will not vote.

Section 4.    Whenever possible, each committee shall meet in conjunction with the regular meetings of the Board of Trustees. Special meetings may be called by the chairperson of the committee, the Chairperson of the Board of Trustees, the President of the College, or upon the request of three or more trustee members of the committee. Written notice of such special meetings shall contain a clear statement of purpose(s), and business at such special meetings shall be confined to the stated purpose(s).

Section 5.    The committee chairperson shall appoint a secretary. The secretary shall insure that minutes are taken and promptly distributed to all trustees.

Section 6.  No committee shall have any power or authority as to the following:

• the creation or filling of vacancies in the Board of Trustees;
• the adoption, amendment or repeal of the Charter or these By-Laws;
• the amendment or repeal of any resolution of the Board of Trustees; or
• action or matters committed by the By-Laws or resolution of the Board of Trustees to another committee of the Board of Trustees.

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ARTICLE X
The Executive Committee

Section 1.      There shall be an Executive Committee consisting of the Chairperson of the Board of Trustees, the Vice Chairperson of the Board of Trustees, who will be the Chairperson of the Executive Committee, the Secretary of the Board of Trustees, the chairpersons of all Board of Trustees’ standing committees, and the President of the College.  The Chairperson of the Board of Trustees along with the Chairperson of the Trusteeship and Governance Committee may recommend up to three (3) at-large members for inclusion on the Executive Committee.  These additional at-large members shall be approved for membership on the Executive Committee by a vote of the entire Board of Trustees.

Section 2.      A majority of voting trustee committee members shall constitute a quorum.

Section 3.      In addition to other responsibilities the Board of Trustees may assign to it, the Executive Committee shall: all:

1. Review and monitor the achievement of the goals established in the President’s Strategic Plan for the College, and serve as the Board of Trustees' mechanism for overseeing the Board of Trustees’ planning process, mission effectiveness, progress towards goals and objectives and ensuring that the Board of Trustees’ overall efforts align clearly with the mission and goals for the College as developed by the President.  The Executive Committee will report to the entire Board of Trustees on its work with the President on the President's Strategic Plan;
2. Serve as the President’s compensation committee and facilitate the president’s annual performance review.  See Article V
3. Serve as a sounding board and clearinghouse for the President and members of the Board of Trustees, concerning courses of action, policy issues, problems, concerns, and suggestions;
4. Along with the Trusteeship and Governance Committee, review the adequacy of the Statement of Responsibilities as adopted by the Board of Trustees;

Section 4.      Exception to Powers.  Have and may exercise the authority of the Board of Trustees in the interim between stated meetings of the Board of Trustees to the extent permitted by law and by the Board of Trustees itself on all matters except for the following which shall be reserved for the Board of Trustees:

1. Selection or election of Board of Trustees’ members and Board of Trustees’ officers;
2. Filling vacancies on the Board of Trustees;
3. Presidential selection, appointment and termination;
4. Changes in the College's mission and functions;
5. Changes to the Charter or bylaws;
6. Incurring of corporate indebtedness, other than in the normal course of business;
7. Sale of College assets or tangible property, other than in the normal course of business;
8. Adoption of the annual budget;
9. Conferral of degrees;
10. The declaration of financial exigency; and11. These bylaws or other Board of Trustees’ policies may reserve other powers for the Board of Trustees.

Section 5.      The Secretary of the Board of Trustees shall act as Secretary of the Executive Committee and ensure that minutes are taken and promptly distributed to all trustees. Such minutes shall require formal approval by the Board of Trustees.

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ARTICLE XI
Conflict 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 College, or (b) such trustee is aware that a member of his or her family, 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. For the purposes of this provision, a family member is defined as a spouse, life partner, parents, siblings, children, and any other relative if the latter resides in the same household as the trustee. All trustees shall disclose to the Board of Trustees any possible conflict of interest at the earliest practical time. Furthermore, the trustee shall absent himself or herself from discussions of, and abstain from voting on, such matters under consideration by the Board of Trustees, or its committees. At the discretion of the Chairperson of the Board of Trustees, any Board of Trustees’ member may be asked to absent themselves from executive sessions of the Board of Trustees if a conflict is felt to exist. The minutes of such meetings shall reflect that a disclosure was made and that the trustee having a conflict or possible conflict abstained from voting­. Any trustee who is uncertain whether a conflict of interest may exist in any matter may request the Board of Trustees or committee to resolve the question in his or her absence by majority vote. Each trustee shall complete and sign a conflict of interest disclosure form provided annually by the Trusteeship and Governance Committee.

The Trusteeship and Governance Committee shall attest to the observance of this conflict of interest restriction by all trustees and will adjudicate in questionable circumstances.

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ARTICLE XII
Alumni Association

The Alumni Association of Albright College is an organization within the Albright College structure.  The Alumni Association shall consist of alumni, parents of alumni, and friends of the College. The purpose of said Alumni Association shall be to foster fellowship, to promote a spirit of loyalty to the College, and to further the interests and prosperity of the College. The Alumni Association will develop its own Bylaws for its governance and operation. The Alumni Association will elect alumni nominees annually to be submitted to the Trusteeship and Governance Committee of the Board of Trustees for consideration for trusteeship. In order to facilitate communications between the Alumni Association and the Board of Trustees, The President of the Alumni Association will be a non‑voting advisory member to the Executive Committee of the Board of Trustees.

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ARTICLE XIII
Liability and Indemnification Standards for Trustees

Section 1.      Standard of Care and Justifiable Reliance

1. A trustee of the College shall stand in a fiduciary relation to the College and shall perform his or her duties as trustee in good faith, in a manner he or she reasonably believes to be in the best interest of the College. The duties of the trustee shall be performed with such care including reasonable skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performinghis or her duties, a trustee shall be entitled to rely in good faith on information, opinion, reports or statementsincluding financial statements and other financial data, in each case prepared or presented by any of:
   1. one or more officers or employees of the College, whom the trustee reasonably believes to be reliable and competent in the matters presented;
   2. counsel, public accountants or other person as to matters which the trustee reasonably believes to be within the professional or expert competence of any such person; or by
   3. a committee of the Board of Trustees upon which he or she does not serve, duly designated in accordance with the law, as to matters within its designated authority, of which the trustee reasonably believes to merit confidence. The standards recited in this subsection shall also pertain to the duties of a trustee as a member of any committee of the Board of Trustees upon which he or she may serve.
2. In discharging the duties of their respective positions, the Board of Trustees, committees of the Board of Trustees, and individual trustees may, in considering the best interests of the College, consider the effects of any action upon employees, upon suppliers and customers of the College and upon communities in which officers or other establishments of the College are located, and all other pertinent factors. The consideration of these factors shall not constitute a violation of subsection (1) of this Section 1.
3. Absent breach of fiduciary duty, lack of good faith or self dealing by a trustee, actions taken as a trustee or any failure to take any action shall be deemed to have been taken in the best interests of the College.