Bylaws of Centre College of Kentucky

Article I
Name and Purpose

1. The institution is chartered under the name of "Centre College of Kentucky" with its principal office and headquarters in the City of Danville, Boyle County, Kentucky. The institution will hereinafter be referred to as "the College."

2. The College is constituted for the purpose of maintaining and conducting "an institution of learning of the highest order for the education of the youth of the country," in accordance with its charter.

3. The College has no members as such term is used in the Kentucky Nonprofit Corporation Acts. 

Article II
The Board of Trustees:  Membership, Election, and Meetings

1. The ownership, management and control of the College shall be vested in the Board of Trustees, which shall consist of not less than twenty nor more than thirty-six members. This Board of Trustees shall be self-perpetuating, and shall have the power in case of death, resignation, disability, or disqualification of any member of the Board to fill the vacancy created thereby.  

2. The membership of the Board of Trustees shall be limited to 36 members, and may be divided into classes of not more than nine trustees, each class serving for a term of up to four years. The number of trustees in the several classes need not be uniform. The Board may elect a Trustee to fill an unexpired term of a departing Trustee, and, under special circumstances, the Board may elect a Trustee to a term shorter than four years. Terms of office shall begin on July 1 and expire after four years on June 30, unless otherwise provided for in these Bylaws. Trustees elected to fill interim vacancies shall begin to serve immediately upon election. Membership on the Board of Trustees automatically terminates on the expiration of a Trustee's term.

3. Limitations on Terms for Trustees

3.1 Any Trustee whose initial term of service begins on or after October 11, 2019, shall be elected for an initial term of four years and, if re-elected, may serve up to two additional, consecutive four-year terms. If, on or after October 11, 2019, a Trustee is elected initially for a partial term, then, at the end of the initial partial term, the Trustee is eligible to be re-elected to an initial full term of four years, and is eligible to be re-elected for an additional term of four years, and thereafter may be eligible to be re-elected to a term of service such that, upon the conclusion of this last term, the number of consecutive years of service will equal 12 years, considering the initial partial term. 

3.2 Any Trustee whose initial term of service began prior to October 11, 2019, shall be eligible for re-election as follows:

3.2.1 Each Trustee serving in his or her initial full term as of October 11, 2019, shall be eligible, at the end of his or her current term, for re-election to a term of four years, and at the end of that term, shall be eligible for re-election to another term of two years. A Trustee who is serving in an initial partial term as of October 11, 2019, shall be eligible for re-election to an initial full term of four-years, and eligible for re-election for an additional term of four years, and thereafter may be eligible to be re-elected to a term of service such that, upon conclusion of this last term, the number of consecutive years of service will not exceed 12 years, considering the initial partial term;

3.2.2 Each Trustee serving, as of October 11, 2019, in his or her second full term or longer, shall be eligible for re-election to another two-year term, and may, after sitting off the Board for 12 months thereafter, be eligible for re-election as provided for in subsection 3.1;

3.3 Any Trustee, except a Trustee described in Section 3.2.2 above, having served a total of 12 years or more consecutively, may not be re-elected to begin service until 12 months after the expiration of the term or the resignation of such Trustee.

3.4 Notwithstanding the foregoing, a Trustee who is then serving as an Officer of the Board when his or her term as a Trustee would otherwise end by application of this Section 3 may be re-elected as an officer and continue in service as a Trustee for up to four more years while serving as an officer. 

3.5 Notwithstanding the description of any other terms or classes of Trustees, the membership of the Board shall include up to three Trustees, from within the limit of thirty-six Trustees defined above, with the following characteristics: (a) these Trustees shall have graduated from Centre College within approximately 10 years of their election to the Board; and (b) these Trustees shall be elected for one term each of three years, with terms staggered so that each year a new such Trustee is elected as one such Trustee rolls off the Board.  The Board may elect these Trustees to shorter or longer terms, including those of the initial class of such Trustees elected for two-year terms to begin on January 1, 2022, to conform to the rotation and duration of terms described in this paragraph. 

4. The Board may elect to the position of trustee emeritus for life any member or former member of the Board who has served as long as six years. Trustees emeriti shall be entitled to attend and participate in all regular meetings of the Board, but shall not be vested with the responsibilities of trustees, nor vote, nor be counted in the determination of a quorum.

5. All Trustees are expected to attend Board meetings (in person or virtually), read the materials provided them, and engage actively as a member of the Board of Trustees. Therefore, any Trustee who does not attend at least 50 percent of the meetings of the full Board over a two-year period shall be deemed to have resigned the position of Trustee. The Board may, at the recommendation of the Governance Committee, vote to retain the Trustee and override this automatic resignation. This Section 5 takes effect upon adoption by the Board on April 22, 2022, and will be applied prospectively to meeting attendance from that point forward.

6. Nominations of persons for election as trustees shall be submitted by the Committee on Governance of the Board of Trustees. The election of trustees shall require the affirmative votes of at least two-thirds of the members of the Board of Trustees.

7. There shall be at least three meetings of the Board each year, at least one of which shall be on the campus of the College. The annual meeting of the Board at which the regular election of trustees will take place shall be the last regular meeting of the Board prior to the end of the fiscal year. Additional meetings shall be held on call of the Chair or a majority of the trustees. Written notice shall be given to all trustees by ordinary mail at least ten days prior to the meeting date and directed to each trustee's address of record.

8. Whenever notice is required to be given under the provisions of these Bylaws, a waiver in writing signed by the persons entitled to the notice, whether before or after the time stated, shall be deemed equivalent to notice. Attendance at any meeting by a trustee shall be conclusively deemed a waiver of notice of that meeting unless objection is made at the meeting.

9.  Any action required or permitted to be taken by the Board of Trustees or by any committee may be taken without a formal meeting. Meetings may be conducted by mail, telephone, electronic mail, or in any other way the trustees shall decide. However, a written statement, signed by the chair or secretary of the Board or the chair of the committee originating the action, as the case may be, and setting forth the action taken along with an attestation that all members of the Board entitled to vote thereupon have returned their signed forms consenting to the action, which signature may be in written or electronic form, must be filed with the minutes of the proceedings of the board or the committee. 

10. A majority of the membership of the Board shall constitute a quorum, and a majority of those trustees present at any meeting shall be required for any action of the Board except as otherwise provided herein or by law. Any Trustee shall be deemed present at any meeting if attending via any means of communication by which all Trustees participating may simultaneously hear each other during the meeting, such as through a teleconference call, Zoom, or other virtual means of meeting. The Board may adopt such rules for the conduct of its meetings as it deems proper, consistent with these Bylaws, the Charter of the College, and applicable public law.

11. No compensation shall be payable to trustees for their service as trustees. Reimbursement for expenses of attendance at meetings or conducting official business for the College shall be allowable.

12. The President of the Faculty, the President of the Alumni Association, the President of the Staff Congress, and the President of the Student Government Association shall be invited to attend all regular meetings of the full Board of Trustees (except Executive Sessions) with the privileges of the floor but without the privilege of voting. The President of the Faculty shall be invited to attend meetings of the Academic Success Committee of the Board and such other Board committee meetings as may be determined by the chair of each such committee but without the privilege of voting. The President of the Alumni Board shall be invited to attend meetings of the Financial Success Committee of the Board and such other Board committee meetings as may be determined by the chair of each such committee but without the privilege of voting. The President of the Staff Congress shall be invited to attend meetings of the Operational and Institutional Success Committee of the Board and such other Board committee meetings as may be determined by the chair of each such committee but without the privilege of voting. The President of the Student Government Association shall be invited to attend meetings of the Student Success Committee of the Board and such other Board committee meetings as may be determined by the chair of each such committee but without the privilege of voting.
 

Article III
Officers of the Board 

1. The Board of Trustees shall elect from among its members a Chair of the Board. The Chair shall preside at all meetings of the Board and of the Executive Committee at which the Chair may be present and shall have such other powers and duties as the Board may prescribe.   

2. The Board of Trustees shall elect from among its members a Vice Chair of the Board who shall perform the duties of the Chair when the Chair is absent, and such other duties as the Board may prescribe.  

3. The Board of Trustees shall elect from among its members a Secretary who shall keep the minutes of meetings of the Board of Trustees, shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, shall be custodian of the corporate records and of the seal of the College, shall authenticate records of the College, and shall in general perform all duties incident to the office of Secretary and such other duties as the Board may prescribe.

4. An Assistant Secretary, who may be an employee of the College, may be appointed by the Board of Trustees to assist the Secretary in the performance of the duties incident to the office of the Secretary.

5. Unless otherwise provided by the Board of Trustees, the officers of the Board shall be elected for a one-year term, and on nomination by the Committee on Governance. 

6. If neither the Chair nor the Vice Chair of the Board is available to preside at a Board meeting or an Executive Committee meeting, the Chair shall appoint a Chair pro tempore. In the absence of such an appointment, the Vice Chair shall appoint a Chair pro tempore. 

Article IV
The Executive Committee

1. There shall be an Executive Committee of the Board of Trustees appointed each year by the Chair of the Board, and approved by vote of the Board. The Executive Committee shall have all the powers of the Board of Trustees when the Board is not in session, except the power to elect or remove the President of the College, to amend the Charter and Bylaws of the College, and to elect new Trustees. The Chair of the Board shall be the chair of the Executive Committee, and the Vice Chair of the Board shall be the vice chair.

2. The Executive Committee shall consist of the Chair of the Board, the Vice Chair of the Board and the Secretary of the Board, and the chairs of all standing committees of the Board. Any action of the Executive Committee to be effective must be authorized by at least five affirmative votes.

3. The Executive Committee shall be responsible for conducting an evaluation of performance of the President of the College annually and to make recommendations to the full Board regarding the outcome of the President’s evaluation and the President’s compensation.  

4. Meetings of the Executive Committee may be held at such times and places as the Executive Committee from time to time may fix. Other meetings may be called by the Chair or the President of the College by giving notice at least twenty-four hours in advance by telephone, electronic communication, or in writing.

Article V
Other Committees of the Board of Trustees

1. Standing committees of the Board of Trustees shall include the following:

1.1 Committee on Academic Success; Committee on Financial Success; Committee on Operational and Institutional Success; Committee on Student Success; Committee on Finance; Committee on Governance; and Such other committees as the Board may from time to time create.

2. The Board of Trustees may also create special committees from time to time for specific purposes assigned by the Board.

3. Members of standing and special committees shall be appointed by the Chair unless otherwise specifically provided by these Bylaws or by action of the Board.

4. The Committee on Academic Success shall have the responsibility to advise the President and the chief academic officer regarding matters concerning academic policy, the curriculum, and the faculty; review developments and trends in higher education; and assess the effectiveness of academic support services and programs; decisions on tenure and promotion for faculty.

5. The Committee on Financial Success shall have the responsibility to oversee the financial affairs of the College including the annual operating and capital budget processes, the investing of the College’s funds, fundraising in the capital markets, admission and enrollment, and the overall financial management of the College. 

5.1 The Committee on Financial Success shall have two subcommittees:

5.1.1 The Investment Subcommittee, which shall have the authority and responsibility for the investment and reinvestment of funds of the College, including oversight of the College’s endowment. The Investment Subcommittee reviews and makes recommendations to the Finance Committee on the College’s overall investment strategies, portfolio allocation and performance. The subcommittee shall make annually a full report to the Board of Trustees of all securities held by the College and of their value. Between meetings of the Board of Trustees, the Investment Subcommittee shall have the authority to act on behalf of the Board with respect to the management and asset allocation of the College’s endowment and other funds available for investment.

5.1.2 The Audit Subcommittee, which recommends the independent financial auditing firm to be hired by the Board, receives and reviews the College's annual audit reports and other appropriate reports, and meets at least once a year with the accountants to review the scope and nature of the audit procedures and to review audited financial statements and other appropriate reports. Further, the Committee oversees the College’s risk management process and strategy and monitors the College’s conflict of interest policy and procedures. 

6. The Committee on Operational and Institutional Success shall have the responsibility to oversee functions of the College imperative to maintain institutional effectiveness, including the College’s human-resources policies and practices, the marketing and communications programs, and the College’s fundraising and alumni-engagement operations.

7. The Committee on Student Success shall have the responsibility to advise the President and the senior administration on matters of student life; student retention; diversity, equity and inclusion; health and wellness; athletics; and student success and support. The Committee will also advise on programming to enhance the experience of all students on campus.

8. The Committee on Governance shall have the responsibility to nominate candidates for membership on the Board, for Board offices, and for emeritus status. The Committee will also develop and administer a program of orientation for newly elected Trustees, periodically review the Bylaws and governance documents, and consider changes and strategies to strengthen the performance of the Board. The Committee will evaluate nominations for persons to receive honorary degrees from the College.

9. The Chair and Vice Chair of the Board and the President of the College shall be ex officio members of all standing and special committees of the Board.  

Article VI
Officers of the College

1. Officers of the College shall be the President (who shall be elected annually by the Board at the annual meeting), a Treasurer, and such other officers as the Board, upon the recommendation of the President, deems to be necessary. The persons appointed to serve as officers and the duties thereof shall be as agreed upon annually by the Board upon the recommendation of the President.

2. The President shall attend all meetings of the Board and serve as a non-voting, ex officio member of all standing and special committees of the Board.

3. The President of the College shall be the chief executive officer of the College. The President shall have all authority necessary to conduct the program of the College, except that which may be expressly withheld by the Board. The President shall be empowered to delegate authority among subordinate administrative officers, councils, senates, and committees. The President shall serve as the official channel of communication between members of the faculty, students, and administrative personnel, and the Trustees. The President shall report to the Board and to the Executive Committee at their meetings and at such other times as they may require.

4. The President shall have authority, on behalf of the College, to enter into legal and financial transactions and to execute all deeds, mortgages, notes, bonds, contracts, and other legal instruments, subject to the limitations created by these Bylaws, specifically, Article IX, Section 1, and by resolution of the Board.

5. In the case of the disability of the President, the Board or the Executive Committee of the Board shall promptly appoint someone to act on the President's behalf during the time of disability.

Article VII
Indemnification

1. Each trustee and officer of the College shall be indemnified by the College against all expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and necessarily incurred by such trustee or officer in connection with any action, suit, or proceeding to which that trustee or officer has been made a party by reason of being or having been such trustee or officer except in relation to matters to which such trustee or officer shall have been adjudicated in such action, suit, or proceeding to be liable for willful misconduct or wanton or reckless disregard for human rights, safety or property in the performance of duty. Such indemnification may, in the discretion of the Board, include advances of the trustee's or officer's expenses before the final disposition of the action, suit or proceeding, if the trustee or officer furnishes to the Board a written undertaking to repay the advance if it is ultimately adjudicated that such trustee or officer was liable for willful misconduct or wanton or reckless disregard for human rights, safety or property in the performance of duty.

2. Each member of the faculty and staff of the College shall, subject to the provisions herein, be indemnified by the College against all expenses (including attorneys’ fees), judgments, and fines actually and necessarily incurred by such individual in connection with any action, suit, or proceeding to which that person has been made a party as a result of his or her good faith performance of duties on behalf of, or at the direction of, the College. The College will not be obligated to indemnify for any amounts paid in settlement unless the College first approves of the settlement. The College retains the right to select or approve defense counsel; the individual may retain different, personal counsel at personal expense. Indemnification will be made only as authorized in a specific case, upon application by the individual, and after a determination by the President of the College, which determination may be reviewed by the Board, that the indemnification is proper under the circumstances and that the individual has met the applicable standards of conduct set forth herein. The College will not indemnify for either (a) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law or (b) an act or omission that is grossly negligent or reckless. Such indemnification may, in the discretion of the Board, include advances of the individual’s expenses before the final disposition of the action, suit, or proceeding if the individual furnishes to the Board a written undertaking to repay the advances if it is ultimately adjudicated that the individual did not meet the standard of conduct set forth herein.  

3. The Board may purchase and maintain insurance on behalf of its trustees, officers, faculty, and staff and former trustees, officers, faculty, and staff and on those persons who were serving at the request of the Board in any capacity in another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, or as a result of his or her good faith performance of duties on behalf of, or at the direction of, the College, whether or not the College would be required to indemnify such person against such liability under the provisions of this Article or otherwise. Any full or partial payment made by an insurance company under any insurance policy covering trustees, officers, faculty, and staff or former trustees, officers, faculty, and staff made to or on behalf of a person entitled to indemnification under this Article shall relieve the College of its liability for indemnification provided for in this Article or otherwise to the extent of such payment, and no insurer shall have a right of subrogation against the College with respect to such payment.

Article VIII
The Faculty and the College Council

1. All organs of college government exercise their delegated authorities subject to the review of the President of the College and ultimately the Board of Trustees.

2. The Faculty of Centre College shall consist of the President, all officers of instruction having the rank of instructor or above, and other administrative officers recommended by the President and approved by the Board to have such rank. The faculty shall conduct its business according to the Articles of Organization of the Faculty, which shall govern its activities.

3. The College Council is a body of representatives of campus constituent groups and administrative officers who convene to identify, deliberate, and make recommendations on key strategic priorities for the College community. The Council is not primarily charged with making decisions or setting policy, unless those powers are specifically delegated to the Council by the Board of Trustees or the President, but the Council provides a forum for the exchange of ideas and information, and a process by which members of the campus community can have input into decisions and make recommendations for the good of the College. The Council shall adopt a set of bylaws for its operation, which shall not be inconsistent with these College Bylaws or other decisions of the Board of Trustees. The Council is composed of twelve members, as follows: three members of the faculty (the president of the Faculty and two others elected by the Faculty); three students (the president of the Student Government Association and two others elected by the Student Government Association); three members of the staff (the president of the Staff Congress and two others elected by the Staff Congress); and three administrative officers, as appointed by the President of the College. The elected representatives shall be elected by their respective constituent bodies according to processes established by those bodies and not inconsistent with the Bylaws of the Council.

4. The Board of Trustees, having and retaining ultimate responsibility and jurisdiction over all functions of the College, shall specify the organization, powers, and duties of the Faculty and the College Council in Articles of Organization or bylaws, adopted with the advice of the Faculty and of the College Council, respectively.
 

Article IX
Management of the College

1. The President shall submit a comprehensive annual budget for the operation of the College prior to the beginning of each fiscal year. Upon approval of this budget by the Board, the President shall be authorized to conduct the affairs of the College in accordance with the budget. Only after express authorization of the Board may the President negotiate for the acquisition, disposal or encumbrance of major assets of the College. The Board reserves the right to set limits of expenditure of funds that expressly require approval.

2. The President is directed to maintain a General Fund from which all general expenditures of the College shall be made and through which its general financial affairs will be carried on. The President is also authorized to establish and maintain such other separate funds as the President may deem necessary in order to conduct the business of the College.

3. Regular financial reports shall be made by the President or the chief financial officer to the Board on the condition of the General Fund. A comprehensive annual financial report upon all fiscal affairs of the College shall be made at the first regular meeting of the Board following the close of the fiscal year. An audit of the financial statements of the College for each fiscal year shall be conducted by independent certified public accountants approved by the Board of Trustees and the results of such audit shall be reported to the Board as soon as practicable after the completion of such fiscal year.

4. The financial practices and records of the College shall be maintained in accordance with generally accepted accounting standards of private educational institutions.

5. The fiscal year of the College shall extend from July 1 through June 30.

6. The President is authorized to conduct such auxiliary enterprises to the educational program as may be consistent with the Charter of the College and with federal and state law.

7. The officers of the College shall not be permitted to purchase goods and services for the College from Trustees or from firms in which they have a substantial interest unless such transactions are specifically authorized in advance by the Board of Trustees.

8. Officers and employees of the College shall be subject to such bonding requirements as the Board may determine.

9. Centre College practices equal opportunity policies in both admission and employment. 

 

Article X
Amendments

These bylaws may be amended or rescinded at any meeting of the Board of Trustees by a two-thirds vote of the entire membership, provided that written notice of any proposed amendment is given together with the notice of meeting at least ten days prior to the meeting.