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Bylaws

Offices

The principal office of Nazareth College of Rochester, hereinafter referred to as the "College", shall be at 4245 East Avenue in the Town of Pittsford, County of Monroe and State of New York and the Post Office address is 4245 East Avenue, Rochester, New York 14618.

The Board of Trustees

Powers
The Board of Trustees shall be responsible generally for the affairs of the College, and the Board shall be responsible for the management of the College, formulating and determining such general policies as shall be deemed necessary and desirable for the development and administration of the College, deciding upon the retention or dismissal of its officers, creating and appointing committees and defining their duration and purposes, and taking such acts that are necessary and proper to discharge the Board's obligations and duties.

Number
The number of voting members of the Board of Trustees shall be fixed, at not more than thirty-five (35) nor less than five (5), from time to time by the Board.

Election and Term
The President of Nazareth College of Rochester shall be a Trustee by virtue of his or her respective office and shall continue to be a Trustee so long as he or she shall hold such office. The Trustees, other than the President of the College, shall be elected to serve for three (3) years by the Board of Trustees at its annual meeting held in October in each year, and shall serve until their successors are duly elected and qualified. However, a person, other than the President of the College, elected to fill an unexpired term will serve for whatever may be the duration of that unexpired term. A Trustee may be re-elected for successive terms.

Trustee Emeritus
Any Trustee who shall have served for at least three (3) full terms as Trustee may be elected as Trustee Emeritus. A person elected Trustee Emeritus shall continue to be a member of the Board and to participate therein, but without vote. The chairperson of any standing committee of the Board may request a Trustee Emeritus to be present and participate in any meeting or generally in meetings of the committee, but without vote. In exceptional cases, the Board may award the title of Trustee Emeritus to a former Trustee who served for a period of less than three (3) full terms.

Officers of the Board of Trustees
The Board of Trustees shall, at its annual meeting after the election of Trustees, elect a Chairperson, Vice Chairperson and Secretary of the Board as officers of the Board, and may elect an Assistant Secretary or Secretaries as additional officers of the Board. The Chairperson and Vice Chairperson shall be members of the Board. The terms "Chair" and "Vice Chair" shall mean "Chairperson," Chairman," "Chairwoman," "Vice Chairperson," "Vice Chairman," and "Vice Chairwoman" as the context may suggest.

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The Chair and Vice Chair of the Board shall be elected to a three-year term and may not be elected to a successive second three-year term. Notwithstanding the foregoing limitation, the Board may elect the Chair and Vice Chair for up to two (2) additional one-year terms if the Board determines that there are extraordinary circumstances in support of such action. (It is anticipated, but not required, that after the Chair's three year term, the Vice Chair will be elected as the succeeding Chair.) In no event shall the Chair or Vice Chair serve for more than five (5) successive years in such office. All other officers of the Board shall be elected for a one-year term.

The Chair shall preside at all meetings, except that in the Chair's absence, the Vice Chair shall preside. In case of the absence of both the Chair and Vice Chair, the members of the Board present shall elect a temporary chair of the meeting. The Secretary shall keep minutes of all meetings of the Trustees and of the Executive Committee and shall be responsible for giving the members due notice of all meetings. All minutes kept by the Secretary shall be open at all reasonable times for inspection by a member of the Board of Trustees. The Secretary shall perform such other duties on behalf of the Board and/or the College as the Board of Trustees may direct. The Assistant Secretary or Secretaries shall perform the duties of the Secretary to the extent directed and approved by the Chair of the Board, the President of the College, the Vice President for Finance, or the Secretary.

Meetings
The Trustees may hold their meetings at the office of the College or at such other places, either within or without the State of New York, as they may from time to time determine. There shall be an annual meeting of the Board of Trustees during the month of October, and the Board shall fix such other regular meetings as may be considered advisable and desirable. Special meetings of the Board may be called by the Chair, or in the Chair's absence or inability to act, by the Vice Chair, or by the Secretary upon the request of three (3) members of the Board, or by the President of the College.

Notice of Meetings
Notice of each meeting of the Board of Trustees stating the time and place thereof shall be mailed by the Chair or the President of the College or the Secretary of the Board to each member of the Board at the member's designated postal and/or electronic mail address, or sent by facsimile transmission to the member's fax number designated by the member for this purpose, not less than five (5) days nor more than thirty (30) days before the meeting. Whenever by statute, the provisions of the College's Charter or these Bylaws, the Board of Trustees is authorized to take any action after notice, such a notice may be waived, in writing, before or after the holding of the meeting by the person entitled to such notice, or notice may be waived by attendance at the meeting if the person entitled to such notice does not protest the lack of notice either prior to or at the commencement of the meeting.

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Quorum and Attendance
At each meeting of the Board of Trustees, a majority of all of the members of the Board shall constitute a quorum for the transaction of business. Except as otherwise provided by law or these Bylaws, the affirmative vote of a majority of the Trustees present at the time of a vote, if a quorum is present at such time, shall decide any question that may come before the meeting. If a quorum is not present at any meeting of the Board, the Trustees present thereat may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present. Any document or resolution of the Trustees, if signed by all of the Trustees, will be binding upon the College as though passed at any regular or special meeting of the Board of Trustees.

Any one or more members of the Board of Trustees or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communication equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. However, such attendance shall only be allowed in extraordinary circumstances and shall require prior notice to and the approval of the Chair of the Board of Trustees or the chair of the committee.

Compensation
The Trustees as such shall not receive any stated salaries for their services but, by resolution of the Board, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board. Nothing herein contained shall preclude any Trustee from serving the College in any other capacity and receiving compensation for such services.

Vacancies
Whenever any vacancy shall occur in the Board of Trustees by death, resignation, removal or otherwise, such vacancy may be filled for the unexpired term by the remaining members of the Board at any regular or special meeting of the Board.

Order of Business
The order of business at all meetings of the Board of Trustees shall be determined by the Board at the beginning of the meeting and/or during the meeting.

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Executive Committee

Members, Term of Office and Procedure
There shall be an Executive Committee of the Board of Trustees, which shall be comprised of the Chair and Vice Chair of the Board of Trustees, the President of the College, and no fewer than two (2) and no more than four (4) Trustees elected by the Board of Trustees. The elected members of the Executive Committee shall serve for a term of one (1) year and until their successors are elected and qualified. The election of members of the Executive Committee shall be held each year at the annual meeting of the Board of Trustees after the election of Trustees.

Vacancies
 In the event of a vacancy occurring in the Executive Committee which is not to be filled as provided in Section 1 of this Article III, the Board of Trustees shall fill such vacancy for the unexpired term.

Powers of Executive Committee
The Executive Committee shall have the power of the Board of Trustees and may act when the Board is not in session, and may exercise all the powers of the Board in all matters which in the judgment of the Executive Committee should not be delayed until the next meeting of the Board. However, the Executive Committee shall not have the power to: grant degrees; elect or remove from office any Trustee, the President or any officers of the Board; or amend, alter or repeal these Bylaws. As to matters which by these Bylaws are under the direction of any standing committee of the Board, the Executive Committee, when acting, shall give due consideration to the recommendation of that committee. The Executive Committee shall make a formal report of its actions, if any, to the Board at its next regular meeting.

Regular Meetings
 Regular meetings of the Executive Committee shall be held on such days and at such hours as the Board or the Executive Committee may by resolution fix and determine. Notice of the meeting, stating the time and place thereof, shall be given of any regular meeting of the Committee to each member of the Committee at the member's designated postal and/or electronic mail address, or sent by facsimile transmission to the member's fax number designated by the member for such purpose, at least five (5) days before the meeting, or two (2) days before the meeting if given by telephone.

Special Meetings
Special meetings of the Executive Committee may be called at any time by the chair of the Committee, the vice chair of the Committee, or by the President of the College. Notice of each special meeting of the Committee, stating the time and place thereof, shall be given to each member of the Committee at the member's designated postal and/or electronic mail address, or sent by facsimile transmission to the member's fax number designated by the member for such purpose, at least two (2) days before the meeting, or one (1) day before the meeting if given by telephone.

Quorum
At each meeting of the Executive Committee, a majority of the whole Committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the whole Committee shall be required to decide any question that comes before the meeting, unless otherwise limited by these Bylaws.

Chair/Vice Chair
The Vice Chair of the Board shall serve as the chair of the Executive Committee. The Chair of the Board shall serve as the vice chair of the Executive Committee.

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Officers of The College

Election
At the annual meeting of the Board of Trustees, after the election of the Trustees, the Board shall proceed to further organize by electing the following officers of the College to serve for one year (except in the case of the President who can be elected to serve for up to three years), or until their successors shall have been elected and shall have qualified: a President; a Vice President for Academic Affairs; a Vice President for Finance; a Vice President for Institutional Advancement; a Vice President for Student Development; a Vice President for Enrollment Management; and a Treasurer. Election of a Vice President, at any time, shall normally occur upon the recommendation of the President. No officers of the College need be members of the Board of Trustees. Any person may hold more than one office.

The Board of Trustees may elect such other officers, managers, agents, employees and committees as it may deem necessary who shall hold their offices for such terms and shall have such powers and perform such duties as shall be prescribed from time to time by the Board of Trustees. The Board of Trustees shall fix the salary of the President. Annually, the Executive Committee shall review and approve the salaries of the Vice President for Academic Affairs, Vice President for Finance, Vice President for Institutional Advancement, Vice President for Student Development, Vice President for Enrollment Management, and the Treasurer.

Term of Office
Each of the above-enumerated Vice Presidents shall hold office at the pleasure of the Board of Trustees, and may be removed from office at any time by the Board normally upon the recommendation of the President. Any of the other officers of the College may be removed at any time by the Board. However, the President may not be removed from office at any time by the Board if the Board has entered into an employment contract with the President and the employment contract states another method of terminating the President's employment. An employment contract with the President cannot exceed a term of three (3) years and must conform with these Bylaws.

Vacancies
If any vacancy shall occur among the officers of the College, such vacancy, if filled, will be filled at any time by the Board of Trustees.

The President of the College
The President of the College shall be the chief executive officer of the College. Under the direction of the Board of Trustees, the President shall have the general powers and duties of supervision and management of the property and affairs of the College, including the educational activities of the College, and all the officers of the College shall be directly accountable to the President. The President shall perform all such other duties as the Board of Trustees may properly direct. Each year in the spring at a meeting of the Board, the President shall make a formal report to the Board of Trustees, which shall set forth the condition of the College, its progress during the year covered by the report, and any other matters which the President may wish to bring to the attention of the Trustees or which the Board of Trustees may have requested the President to discuss.

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Acting President
In cases of the death or absence of the President or the President's inability to act from any cause, the Vice President for Academic Affairs shall perform the duties of the President's office until a new or interim President is elected by the Board of Trustees.

The Vice President for Finance
The Vice President for Finance shall have general supervision and direction of the office of the Treasurer of the College and shall perform such other duties as may from time to time be directed by the Board of Trustees.

The Treasurer
All the duties and functions of the Treasurer shall be under the general supervision and direction of the Vice President for Finance of the College. The Treasurer shall have the care and custody of all the moneys and securities of the College and of all deeds, mortgages, important contracts and legal papers and documents belonging to the College subject, however, to the provisions of Article VIII relating to the duties of the Fiscal Agents. The Treasurer shall make all investments and reinvestments of the funds of the College. The Treasurer or the Treasurer's representative shall collect all income and moneys due to the College other than such as shall be derived from invested funds which are in custody of the Fiscal Agents of the College. Subject to the provisions of Article IX hereof, the Treasurer or designated representative shall be responsible for the preparation of all budgets of the College and keep an accurate record in complete detail of all income and expenditures of the College. Upon the request of the President of the College, the Treasurer shall furnish complete and detailed reports regarding budgets, investments, financial operations and other related matters for submission to the Board of Trustees or the Finance Committee. The Treasurer's books shall be open at all reasonable times to inspection by members of the Finance Committee. The Treasurer shall give a bond for the faithful performance of the Treasurer's duties in such amount as the Board of Trustees shall direct.

Execution of Agreements
The President, the Vice President for Finance, Treasurer, Vice President for Academic Affairs, or such other officer as the Board of Trustees may authorize, shall execute all contracts, agreements and deeds on behalf of the College and affix the corporate seal when necessary.

Committees

Election and Organization
The standing committees (i.e., a committee whose membership is limited to Trustees) and college committees (i.e., a committee whose membership is not limited to Trustees) enumerated below are hereby created. On nomination of the Committee on Trusteeship and except as herein otherwise provided, the members of each such committee shall be elected at the annual meeting of the Board of Trustees in such manner as the Board shall determine. Each member of a committee shall serve for one year and thereafter until his or her successor is elected and qualified. Any vacancy in any committee may be filled by the Board of Trustees. The Board of Trustees shall elect the chairperson of each committee and may also elect a vice chairperson for each committee. Each committee shall meet at such times and places and upon such notice as the chair of the committee, the Chair of the Board of Trustees or the President of the College shall determine, and shall also meet upon a call as hereinafter specifically provided. A majority of each committee shall constitute a quorum, and a majority of such quorum shall decide any question that may come before the meeting. The Chair and Vice Chair of the Board of Trustees and the President of the College, by virtue of their offices, shall each be an ex officio member of each committee referred to in this Article V (unless elected by the Board or appointed as a result of their office as a regular voting member of the committee) and, as ex-officio members, they shall be non-voting members. However, the presence or absence of the Chair or Vice Chair of the Board of Trustees or of the President of the College as non-voting ex-officio members at a committee meeting shall be disregarded in determining whether or not there is a quorum for the meeting.

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Finance Committee
This Committee is a standing committee and shall consist of no fewer than five (5) members of the Board. The Finance Committee has the basic responsibility for all financial affairs of the College. This responsibility is discharged by formulating general policy regarding fiscal affairs and delegating the task of implementing such policy. The Finance Committee will from time to time establish procedures for reporting fiscal affairs and will make periodic reviews.

The Finance Committee shall have the power to appoint a certified public accountant or accountants who shall audit the accounts of the Treasurer, verify the accountant's statements, examine the securities of the College, and report to the Committee at least once in each year. That report, together with the Treasurer's report, shall be presented by the Committee to the Board of Trustees at the next meeting of the Board.

The Committee shall have the power to accept formally, on behalf of the College, gifts, bequests and devises, pass all appropriate resolutions regarding the same, and authorize the execution by the College officer or officers, on behalf of the College, of any receipts, releases and other instruments that may be necessary or proper in connection therewith, reporting thereon to the Board of Trustees at its next meeting.

All requests involving the expenditures of moneys of the College not included in the budget shall be submitted to the Finance Committee for approval.

The Vice President for Finance shall serve as the administrative advisor to the Finance Committee. The Chair of the Finance Committee shall be an ex-officio member of the Investment Committee, and the Chair of the Investment Committee shall be an ex-officio member of the Finance Committee.

Investment Committee
This Committee is a college committee and shall consist of no fewer than five (5) members of the Board. The Committee shall have power by resolution or otherwise to issue directions for the purchase, sale, exchange, transfer and/or delivery of any monies, stocks, bonds, mineral rights, royalty properties or other securities belonging to the College. All transfers or assignments of registered bonds or debentures and of shares of capital stock and of rights or warrants to subscribe for capital stock or other securities standing in the name of the College and transacted within a College account (or transferred to an account in the name of the College and which account was authorized by the Board of Trustees) shall be executed in the name of the College by any one of the following: the President of the College; the Vice President for Finance; the Treasurer; the chair of the Investment Committee; or the chair of the Finance Committee. Any one of the above-named persons is hereby authorized to execute such transfers or assignments in the name of and on behalf of the College in such proper form as may be required to transfer or assign the same and, if necessary, to affix the corporate seal of the College to such transfers or assignments.

If a transfer or assignment of such securities involves moving such securities outside of the College account holding the monies or securities to other than an account authorized as described above, two (instead of one) of the above named persons must execute such transfers or assignments. Any two of the above named persons in Section 9 herein are authorized to execute such transfers or assignments in the name of and on behalf of the College in such proper form as may be required to transfer or assign the same and, if necessary, to affix the corporate seal of the College to such transfers or assignments.

Any transfer or assignment of securities, mineral rights and royalty properties executed as aforesaid shall be conclusive evidence that the transfer or assignment and the delivery are made by authority of the Investment Committee.

The Committee shall be responsible for making all decisions relating to the investment, management and expenditure of the Endowment and Special Funds referred to in Article IX of these Bylaws.

The Vice President for Finance shall serve as the administrative advisor to the Investment Committee. The chair of the Finance Committee shall be an ex-officio member of the Investment Committee, and the chair of the Investment Committee shall be an ex-officio member of the Finance Committee.

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Committee on Trusteeship
This Committee is a standing committee and shall consist of no fewer than five (5) members of the Board. The Committee will have year-round responsibilities for assessing and responding to the needs of the Board in identifying, screening, recruiting and orienting new Trustees. In addition, the Committee shall be responsible for continuing Board educational activities. The chair of the Committee on Trusteeship and the Chair and Vice Chair of the Board of Trustees shall be responsible for the evaluation of the performance of current Trustees, and they shall consult with the President of the College in discharging this responsibility.
The Committee shall nominate persons to fill vacancies on the Board of Trustees and the Executive Committee, and nominate persons to succeed members of the Board and the Executive Committee whose terms of office expire. The Vice Chair of the Board of Trustees shall serve as vice chair of the Committee, and the Vice President for Institutional Advancement shall serve as the administrative advisor to the Committee.

Committee on Buildings and Grounds
This Committee is a college committee and shall consist of no fewer than three (3) members of the Board. It shall generally supervise the planning and erection of new buildings, the major repair, alteration and maintenance of buildings, and the upkeep and improvement of grounds. It shall deal with all projects for the location, construction and architectural improvement of College buildings, and shall advise the Board of Trustees as to the merits of various plans. The Vice President for Finance shall serve as the administrative advisor to the Committee.

The Development Committee
This Committee is a college committee and shall consist of no fewer than five (5) members of the Board. It shall be responsible generally for the fund raising programs and activities of the College, participating as appropriate in the identification of prospects and the solicitation of gifts in cash, in kind or by means of estate planning, to the Annual Fund, for restricted purposes or to capital campaigns which may be authorized by the Board of Trustees. It shall assess the effectiveness of the development effort relative to annual or longer term goals and in comparison with prior results, as well as results produced by like institutions. Also, the Committee shall ensure that College fund raising programs are consistent with the College mission and supportive of its operating plans and its strategic intentions. On the recommendation of the chair of the Committee and with the approval of the Chair of the Board, the Committee may add to its membership any number of non-Trustees who can contribute to the exercise of its responsibilities. The Vice President for Institutional Advancement will serve as administrative advisor to the Committee. It is anticipated that the Committee may invite the Director of Development to attend regularly the meetings of the Committee.

The Academic Affairs Committee
This Committee is a college committee and shall consist of no fewer than three (3) members of the Board. It shall be responsible generally for the academic affairs of the College, ensuring that degree or certificate programs are consistent with the mission, distinctive or appropriately competitive, economically sustainable, and in keeping with its strategic intentions. The Committee shall serve as a board of review and recommendation concerning the addition or deletion of degree or certificate programs, carrying such proposals forward for consideration and possible action by the Board of Trustees. The Committee shall also consider and carry forward recommendations concerning the awarding of tenure to faculty. The Committee shall oversee processes of accreditation and re-accreditation for the various divisions/departments of the College and consequent programs designed to address opportunities or problems identified in such processes. The Vice President for Academic Affairs or, with the approval of the President of the College, his or her designee, shall serve as administrative advisor to the Committee.

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The Trustee-Faculty Committee
This Committee is a college committee and shall consist of no fewer than four (4) members of the Board and no fewer than four (4) members of the Faculty of the College. One of the Trustees will be designated as co-chairperson of the Committee. The Committee shall be responsible generally for programs of information and education that promote understanding of the roles and responsibilities of Trustees among the Faculty and understanding of the capabilities, concerns and achievements of the Faculty on the part of the Trustees. The Committee shall also concern itself with the general welfare of the Faculty, acting in review of matters that may be brought to its attention for consideration and, if appropriate, carried forward for action by the Board of Trustees.

The Student Life Committee
This Committee is a college committee and shall consist of no fewer than three (3) members of the Board and no fewer than three (3) representatives of student leadership (including the President of the Undergraduate Association), as identified by the Vice President for Student Development, who shall serve as administrative advisor to the Committee. It shall be responsible generally for the welfare and satisfaction of Nazareth students with reference to residential, recreational, and social programs and facilities that contribute to student enrollment and retention, including athletic programs and facilities. It is anticipated that the Committee may invite the Director of Student Activities and the Director of Athletics to regularly attend the meetings of the Committee.

Committee on Student Enrollment
This Committee is a college committee and shall consist of no fewer than four (4) members of the Board. The Committee will review, evaluate and make recommendations to the Board of Trustees on matters pertaining to the recruitment of new students. Such matters may include, but not be limited to, financial aid, tuition levels, tuition discounting, fees, marketing, retention, and the development of new programs. The Committee will also seek to assist in promoting the mission of the College while attracting students committed to its academic requirements and full range of activities offered. The Vice President for Enrollment Management and the Associate Vice President for Graduate Studies shall serve as the administrative advisors to the Committee.

Other Committees
The Board of Trustees may appoint other committees from time to time, and confer powers on such committees, and revoke such powers and terminate the existence of such committees at its pleasure.

The Faculty Of The College

The function and procedure of the Faculty of Nazareth College of Rochester shall be regulated by the Faculty Manual which, together with any amendments thereto, shall be filed with and subject to the approval of the Board of Trustees.

Degrees

Honorary degrees and degrees in courses which the College is authorized to grant shall be conferred only pursuant to a vote by the Board of Trustees, granting the same.

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Fiscal Agents

The Board of Trustees may appoint a trust company or a bank or two or more trust companies or banks, incorporated under the laws of the United States or of the State of New York and doing business within the State of New York, to act as Fiscal Agent or Fiscal Agents of the College and may prescribe their several authority and duties. All securities and valuable papers, including real estate bonds and mortgages, may be deposited with the Fiscal Agent or Fiscal Agents, subject always to the control of the Board of Trustees and/or the Finance Committee. All coupons and interest due to the College may be collected and received by the Fiscal Agent or Fiscal Agents, and all other income of the College intended for current expenses may be deposited with the Fiscal Agent or Fiscal Agents. If more than one Fiscal Agent is appointed, the Finance Committee shall designate the particular funds for which each agent shall be the custodian.

Securities deposited with a Fiscal Agent may be registered by it in the name of its Nominee. Such Nominee shall be used solely for securities owned by the College. The Treasurer shall decide from time to time what securities may be held in the name of the Nominee of a Fiscal Agent or in the name of the College. The Custodian of any securities standing in the name of the Nominee of a Fiscal Agent shall make delivery thereof only in accordance with directions executed by two of the persons named in Article V, Section 2 (specifically, the Vice President for Finance, the chair of the Finance Committee, and the chair of the Investment Committee) relating to the transfer of securities standing in the name of the College.

Finances

College Funds
Except as otherwise provided by law, the funds of the College shall be deposited in its name with such bank or banks, trust company or trust companies as the Board of Trustees or the Finance Committee shall from time to time designate. All checks, notes, drafts and other negotiable instruments of the College shall be signed by such officer or officers, agent or agents, employee or employees as the Board of Trustees or the Finance Committee may from time to time by resolution determine. No officers, agents or employees of the College, either singly or together, shall have the power to make any check, note, draft or other negotiable instrument in the name of the College or to bind the College thereby, except as in this Article provided.

Endowment and Special Funds
The Trustees of the College may from time to time, by resolution, transfer from the College general fund such funds or properties as it deems appropriate to Endowment and/or Special Funds, as hereinafter described.
Whenever any money or property is received by the College by gift, grant, devise or bequest, either with or without specified purpose, the funds and/or property so received shall be classified in accordance with the donor's expressed wishes, if any, or if none, the funds and/or property shall be classified as unrestricted funds and placed into one or more of the funds hereinafter described.

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(a) Endowment Fund - Unrestricted:
A perpetual fund in which the principal is invested and kept inviolate and in perpetuity and only income (or the Board approved spending rate, subject to any limits placed by the initial endowed fund) used for the general support of the College.
(b) Endowment Fund - Restricted (Scholarships-Professorships, etc.):
A perpetual fund in which the principal is invested and kept inviolate and in perpetuity and only the income (or the Board approved spending rate, subject to any limits placed by the initial endowed fund) is used for the express purpose for which the fund was created. Any income not used during the year is carried forward to the next year and treated as income so as to be applied to the specific purpose.
(c) Funds Functioning as Endowment (or Quasi-Endowment Fund or Special Purpose Fund) - Restricted:
A fund which the Board of Trustees has designated and in which the principal and/or income is to be retained and invested and may be used for the express purpose for which the fund was created.
(d) Funds Functioning as Endowment (or Quasi-Endowment Fund or Special Purpose Fund) - Unrestricted:
A fund which the Board of Trustees has designated to be retained and invested. However, the Board of Trustees, by appropriate resolution, can direct the expenditure of such fund or any portion thereof, at any time, for the benefit of the College, or can direct the transfer of such fund or any portion thereof, at any time, to any other fund or funds created by this Article IX.
(e) Building Funds:
Building funds shall consist of all gifts, grants, devises, and bequests for the acquisition of real property, the renovation, erection and equipment of building, and of other moneys and properties appropriated or assigned by the Board of Trustees for that purpose.
(f) Current Funds:
The current funds shall consist of income on endowments (unrestricted) and/or income from funds functioning as endowment (unrestricted), tuition receipts and other fees, gifts, grants, devises or bequests for current purposes, receipts from business or commercial operations of the College, and all other receipts for current use.

All of the aforesaid funds, after they are initially received and deposited to the College's account, shall be transferred immediately to the appropriate fund account and shall be kept separate and distinct from other College funds. Payments shall be made therefrom, pursuant to the provisions of the fund, only upon order of the Board of Trustees.

No loan shall be made to any Trustee, officer, or employee of the College, nor to any religious, fraternal, or charitable organization.

Endowment funds, funds functioning as endowment, building funds, and any other special purpose funds shall not be deposited with or combined in any way with the current funds of the College.

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Seal

The seal of the College shall be circular in shape, containing the name of the College as more particularly shown in the following impression.

 

Indemnification

Indemnification
The College shall indemnify and hold harmless any person made or threatened to be made a party to any action or proceeding by reason of the fact that such person, or his or her estate: (a) is or was a Trustee, officer of the Board, or officer of the College; or (b) is or was a Trustee, officer of the Board, or officer of the College who serves or served, in any capacity, any other entity at the request of the College (hereinafter "Indemnitee"), against all expense, liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred or suffered by the Indemnitee in connection therewith. Notwithstanding the foregoing, no indemnification may be made to or on behalf of an Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she is not legally entitled. In addition, the College is not obligated to but may purchase Director's (Trustees') and Officers' liability insurance if authorized and approved by the Board of Trustees.

Advancement of Expenses
All expenses reasonably incurred by an Indemnitee in connection with an actual or threatened action or proceeding with respect to which such Indemnitee is or may be entitled to indemnification under Section 1 of this Article shall be advanced to such Indemnitee or promptly reimbursed by the College in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by such Indemnitee to repay the amount of such advances, if any, as to which the Indemnitee is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which he or she is entitled.

Indemnification of Employees and Agents of the College
Indemnification of Employees and Agents of the College. The College may, to the extent authorized from time to time by the Board of Trustees, grant rights to indemnification and advancement of expenses to any employee or agent of the College with the same scope and effect as provided in this Article to Trustees and officers of the College and the Board.

Amendments

Subject to such limitations as may be imposed by law, these Bylaws may be amended, altered or repealed, in whole or in part, by the affirmative vote of a majority of all of the members of the Board at any duly called meeting of the Board of Trustees, provided that the proposed amendment, alteration or proposal to repeal, or a summary thereof, shall have been mailed to each Trustee not less than five (5) days prior to the meeting of the Board of Trustees at which the change is to be considered. Such notice may be waived in writing, signed by all Trustees entitled to vote at such meeting.

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Miscellaneous Provisions

Gender and Number
All nouns and pronouns herein, and any variations thereof, shall be deemed to refer to the masculine, feminine, singular or plural as the identity of the person or persons may require. The terms "Chairperson," "Chairman," "Chairwoman," "Chair" and similar terms such as "Vice Chair" may be substituted for one another as is deemed appropriate in the context the term is used.

Procedure
Except as otherwise authorized by the Board, all meetings of the Board and of any committee designated by the Board shall be conducted in conformity with Roberts Rules of Order, Revised as amended from time to time.

Headings
All headings contained in these Bylaws are inserted only as a convenience and for reference, and do not define, limit or extend the intent or meaning of any section hereof.

Restated Bylaws
Upon adoption of these Bylaws consisting of 13 Articles, any and all prior Bylaws and amendments thereto are hereby rescinded; however, all actions and proceedings taken or pending pursuant to any such Bylaws and amendments thereto are hereby ratified and confirmed.

These Bylaws were initially adopted on February 6, 1955, and include all restatements and amendments to them through October 13, 2003.