Adopted by Board of Trustees
10-20-07
Bylaws
Chapter I: The Board of
Trustees
1. The Board of Trustees shall include the
President. The Board shall consist of
not fewer than fifteen members nor more than forty members, with such number to
be determined by the Board of Trustees from time to time. Trustees shall be nominated by the Committee
on Trusteeship and elected by the Board.
Except for the President, each
Trustee shall serve a term of four years until re-elected or until a successor
is elected and takes office. A Trustee
shall be eligible for re‑election to the Board for a second four-year
term. Under the following limited circumstances, a Trustee may be re-elected to
a third term of up to four years: i) the Trustee is the Rector, ii) the Trustee
is the Rector-elect, or iii) other extraordinary circumstances to be determined
by the Board.
2. A Trustee who serves an initial four-year
term shall become a Trustee Emeritus upon the completion of service as a Trustee. A Trustee Emeritus
may continue to attend meetings of the Board and participate in its
deliberations and may be appointed as an advisory member of the Executive
Committee or any other committee of the Board, but shall have no vote and shall
not be counted in computing a quorum at any meeting or in determining the total
number of Trustees required or permitted by the Charter or the bylaws as
constituting the Board.
3. The Board shall hold at least three meetings
during each calendar year in the months of February, May, and October or at
such times and places as the Board may determine. The Secretary shall give or mail written
notice of meetings to each Trustee at least ten days before the date of the
meeting, but failure of the Secretary to give notice shall not affect the
validity or regularity of any such meeting.
4. A special meeting of the Board may be called
at any time by the Rector or the President, and shall be called upon the
written request of any three Trustees. Written notice of any special meeting of
the Board shall be given or mailed by the Secretary to each Trustee at least
ten days before the date of the meeting.
5. A majority of the Trustees shall constitute a
quorum for the transaction of business at any meeting. Except as otherwise
provided by law or these bylaws, the action of a majority of the Trustees
present at any meeting at which a quorum is present shall be the action of the
Board. In the absence of a quorum, a meeting may be adjourned by those present
until such time as a quorum is present.
6. The affirmative vote
of a majority of the Trustees shall be required for the election of the Rector,
the President, a Trustee, and the Executive Committee of the Board, for the
appointment of a Professor to a position with tenure, and for the sale of real
estate forming a part of the University campus or within one‑half mile
thereof, and for such other matters as the Board may specify by resolution. Prior to the end of a Rector’s term, the
Trusteeship Committee shall be responsible for administering the nominating
process and submitting a Rector candidate to the Full Board for election.
7. The Board, for any
cause which it may deem sufficient, may remove a Trustee from office upon the
affirmative vote of three‑fourths of the Trustees. If a Trustee fails to
attend three successive regularly scheduled meetings of the Board, the Board by
the affirmative vote of a majority of the Trustees may declare that this
position has been vacated.
8. There shall be nine (9) Standing Committees
of the Board; namely, an Executive Committee, as more particularly described in
Chapter III; a Committee on Undergraduate Academics and Admissions; a Finance
Committee; a Campus Life Committee; an Investment Committee; a Committee on
Trusteeship, a Development and External Relations Committee, a Capital Projects
Committee, and a Law School Committee. In addition, there shall be a standing
subcommittee of the Finance Committee entitled the “Audit Subcommittee”, to
include three (3) or more board members with at least one member or the Subcommittee
as a whole having experience in financial matters. The Board may create such Special Committees
as it deems desirable from time to time. To the extent not otherwise specified
herein, the Chairman and members of each Standing and Special Committee shall
be appointed annually by the Rector, or when otherwise desirable by the Rector,
and shall be confirmed by the Board.
Except for the Executive Committee, the Rector may nominate non-Trustees
to serve as voting members on any of its standing committees for terms to be
determined by the Board. These
non-trustee committee members shall be elected by the Board. The powers and duties delegated by the Board
to each such committee, shall be assigned annually, or when otherwise
desirable, by the Rector, and shall be confirmed by the Board. To promote the effective and efficient
governance of Washington and Lee University, and consistent with the authority
granted by the laws of the Commonwealth of Virginia, the Board of Trustees has
elected to establish the foregoing standing committees and subcommittees
(“committees”) of the Board, and to delegate primary substantive and oversight
responsibilities to such committees for matters which would otherwise be
exercised by the Board as a whole. By
doing so, the Board is neither expanding the scope of fiduciary obligations for
members serving on these committees nor altering the standards of applicable
conduct for individual trustees or its committees under the laws of the
9. Upon request, the
Trustees shall be reimbursed from the funds of the University for expenses
incurred in attending meetings of the Board and committees thereof and for any
other expenses properly incurred on business of the University.
CHAPTER
II: Officers
1. The RECTOR shall be the presiding officer of the Board of Trustees and
shall chair the Executive Committee. He or she shall be a Trustee elected by
the Board; shall hold office for a term of
four years from the date of election or until a successor is elected; and may serve successive terms in office. The
Rector shall preside over all meetings of the Board, be the spokesperson for
the Board, and shall perform such other duties as may be assigned by these
bylaws and as the Board may determine from time to time. In the Rector’s absence from a meeting of the
Board, a Trustee selected by the Rector shall preside, and if the Rector is
unable to name a temporary substitute, the Trustee present who is senior in
service shall preside. A vacancy in the office of Rector shall be filled by the
Trustee who is senior in service until a new Rector is elected.
2. The Board shall elect, as
officers of the Corporation, a President, a Treasurer, and a Secretary. The President shall receive compensation as
determined by the Board and shall hold office at the pleasure of the Board. The
offices of Secretary and Treasurer may be occupied simultaneously by one
person.
3. The PRESIDENT
of the Corporation shall be the chief executive officer of the University. He
or she shall supervise and direct the other officers of the Corporation and the
administrative staff. Subject to the ultimate authority of the Board, the
President shall make and report to the Board determinations pertaining to the
composition and structure of the administrative staff, and shall make and
report to the Board all appointments to and promotions within the Faculty.
Appointments resulting in tenure shall not become effective until approved by
the Board.
The President shall be a
member and ex officio chairman of the Faculty, and shall appoint and be a
consulting member of each committee thereof.
The President shall in
general oversee, supervise, and direct the policies and development of the
University as prescribed by the Board and shall have primary responsibility to
the Board in all areas of the University’s work not otherwise assigned by the
Board. He or she may from time to time delegate to the other officers of the
Corporation, the administrative staff, or the Faculty, such portion of his or
her duties as deemed appropriate or as the Board may direct.
The Provost shall act for
the President in the event of the President's absence, temporary disability, or death (until further
action by the Board). Upon the death of the President, the Executive Committee
shall name an acting President, subject to the approval of the Board, pending
the election of a President by vote of the Board of Trustees.
Annually, at such time as
the Board may determine, the President shall report to the Board on the status
of all matters entrusted to the President. He or she shall submit to the Board
annually a proposed budget of operating expenditures and estimated income for
the next ensuing fiscal or academic year, and the Board may approve,
disapprove, or modify such proposed budget.
4. The TREASURER
of the Corporation shall be the chief financial officer of the University;
shall be responsible for the authorized receipt, custody, and disbursement of
University funds; shall maintain and be
custodian of the financial accounts and records of the University; and, subject to the direction and prior
approval of the Board, shall have administrative responsibility for the
investment of the funds of the University.
The Treasurer shall give
such bond for the faithful discharge of his or her duties as the Board may
direct. The Treasurer’s accounts shall
be audited and certified annually by a certified public accountant firm or
corporation approved by the Board, and he or she shall make an annual financial
report to the Board at such time as the Board may determine. In general, the
Treasurer shall perform all duties incident to the office of Treasurer and such
other duties as may be assigned by the President or the Board.
5. The SECRETARY
of the Corporation shall be responsible for the recording of the proceedings of
the Board and its committees. At least ten days prior to any meeting of the
Board, the Secretary shall send the minutes of the preceding meeting of the
Board to every Trustee, but the failure of the Secretary to comply with this provision
shall not affect the validity or regularity of any meeting. As required by
section three of Chapter I, the Secretary shall give written notice to the
Trustees of all meetings of the Board. The Secretary shall be responsible for
the custody of the records of the Board and its committees, the custody and
authorized use of the seal of the Corporation, the giving of notice of the
meetings and actions of the Board and its committees whenever such notice is
required or appropriate. In general, the Secretary shall perform all duties
incident to the office of Secretary and such other duties as may be assigned by
the President or the Board.
CHAPTER
III: Executive Committee
1. The EXECUTIVE
COMMITTEE shall consist of the President, the Rector, and six or more
Trustees appointed annually by the Rector and confirmed by the Board. The Rector
shall chair the Committee. The Committee shall meet at such times as it or the
Board may determine and at the call of the President, the Rector, or any two
members of the Committee. A majority of the members of the Committee shall
constitute a quorum for the transaction of business at any meeting thereof, and
the action of a majority of the members of the Committee present at any meeting
at which a quorum is present shall be the action of the Committee. The
Secretary of the Corporation shall be the secretary of the Committee.
Subject to the ultimate
authority of the Board and between meetings of the Board, the Executive
Committee shall possess the full authority of the Board in the management of
the Corporation, except where the Board has by resolution expressly reserved to
itself certain authority, and except for the election or removal of the Rector,
a Trustee, or any Corporate Officer, or for the appointment of a Professor with
tenure, and except for the sale of
real estate forming a part of the University campus or within one‑half
mile thereof, and except for the
amendment of these bylaws.
At each meeting of the
Board, the Secretary shall present the minutes of any interim meetings of the
Committee.
CHAPTER
IV: The Faculty
1. The FACULTY shall consist of
only those full-time personnel appointed under one of the following
designations: President, Provost,
Associate Provost, Professor, Associate Professor, Assistant Professor, or
Instructor. The academic deans shall
also be members of the faculty. Other employees of the University who have the
privilege of teaching or research may be so designated by the Provost or
President upon recommendation of the respective dean. Faculty in phased retirement shall also
be considered faculty. As
used in these bylaws, the term “Faculty” or “University Faculty” means the
University faculty except where the reference is explicitly to the law or
undergraduate faculty.
2. The PROVOST is the chief academic officer of the University,
through direct reporting from the academic deans. The Provost is a tenured member of the
faculty with rank in one of the University's academic departments. In addition to the overall responsibility for
the academic program, the Provost is responsible for the management of various
University administrative areas to be assigned by the President.
The Provost shall act for the President in
the event of the President's absence,
temporary disability, or death consistent with these bylaws.
The Provost or the President’s designee shall chair the
President's Advisory Committee and shall perform such duties as may be assigned
by the President.
3. The law and undergraduate faculties shall be
responsible for the academic regulation of students, for entrance and
graduation requirements, for the approval and supervision of courses of study,
for the recommendation of students for degrees, and for the discipline and
government of the students and all student organizations, respectively, except
as set forth at Chapter V, Section 7.
The law and undergraduate faculties may adopt such rules and regulations
as may be necessary and proper for the discharge of their obligations.
4. The President shall be
chair of the Faculty and shall preside at University and undergraduate meetings
unless the Provost or another member of the faculty is appointed by the
President to preside. The Dean of the
5. At the call of the President or Provost, the
University faculty shall meet not less often than once in the fall and once in
the spring of each academic year. The
action of a majority of the faculty members present at any meeting at which a
quorum is present shall be the action of the University faculty. The undergraduate faculty shall meet at the
call of the President or Provost. The
law faculty shall meet at the call of the
President, Provost, or the Dean of the
6. In University, undergraduate, and law faculty
meetings, members of the respective faculties, and others who teach at least
one‑half of a normal teaching assignment, shall have the privilege of the
floor. All such persons shall have the right to vote, except those whose non‑renewable
appointments are for one year or less.
7. The legislation, policies, and actions of the
Faculty shall be subject to the ultimate authority of the Board, and the Board
may call for and review the minutes and records of the Faculty at any time.
8. A Faculty member who
does not hold a position with tenure may be removed by the President. A Faculty
member who holds a position with tenure shall not be removed without the
approval of the Board, and such removal shall not take place until a hearing
pertaining to the cause of removal shall have been held, the hearing to be
conducted in such manner and by such person or persons as the Board or the
President may prescribe in each instance.
The Board shall not act to approve the removal of a Faculty member with
tenure until it shall have concluded that a hearing has been held and until it
shall have specifically considered the adequacy of such hearing. In the event the Board should determine in a
particular instance that a hearing has not been held or was inadequate, the
Board or the President may order that another hearing be conducted.
CHAPTER
V
1. Freedom of Worship
Freedom of worship, as
guaranteed by the laws of the State, shall be enjoyed by all connected with the
University, and all sectarian influence in its government is hereby prohibited.
2. The Lee Memorial Chapel
The chapel on the University
grounds, erected during the presidency of General Robert E. Lee and under his
direction, shall be known as “The Lee Memorial Chapel.”
This chapel may be used for
the commencement and other University exercises and meetings, but it shall not
be used for any meetings or purposes not in keeping with its consecrated
character and the memorial and sacred purposes to which it is dedicated.
3. Founders' Day
January 19 of each year, the
anniversary of the birth of Robert E. Lee, has been designated and set apart by
the Board of Trustees as Founder’s Day, and that day (or a day as close to that
date as practicable) shall be observed annually, with appropriate commemorative
exercises, including an appropriate address before the President, Faculty,
officers, student body, alumni, and friends of the University by a speaker of
high character and distinction, to be selected by the President and the
Faculty, or an appropriate committee thereof.
4. Oath of Office
Each Trustee, Rector, and
President, when entering upon the duties of office, shall make oath or
affirmation to the following effect before the Rector, Executive Committee, or
Board: “I do solemnly swear (or affirm) that I will faithfully discharge the
duties of the office to which I have been elected by the Trustees of Washington
and Lee University, to the best of my skill and judgment, without fear, or
favor. So help me God.”
5. Honorary Degrees
The President's Advisory
Committee and the Rector of the Board shall constitute a Committee on Honorary
Degrees which shall be chaired by the Provost. The Board, on its own initiative
or upon recommendation of the Committee, may from time to time grant such
honorary degrees as it deems proper, and must approve honorary degree
recipients.
6. Advisory Committee
To the end that the
knowledge and views of the Faculty may be appropriately represented and
understood in connection with certain important appointments, there shall be an
Advisory Committee consisting of the Provost, the academic Deans and of six
Faculty members selected from and by the undergraduate faculty and one Faculty
member selected from and by the law faculty. The Board shall consult with the
Committee in considering the selection of a President of the University. The
President shall consult with the Committee in considering the selection of a
Provost, Department Head or Dean and may consult with the Provost, Committee
and with the appropriate Department Head or Dean in considering appointments to
the Faculty.
7. The Honor System
In keeping with cherished traditions, the Board of Trustees has
delegated to the Student Body the authority to determine the circumstances
under which and the cause for which a student is to be dropped from the rolls
of the University for matters involving a violation of honor. In the fulfillment
of this responsibility, the Student Body may create such student organizations
and adopt such procedures as may be appropriate. An officer of the Executive Committee shall
make a report to the Board at each of its meetings.
8. Indemnification
The Corporation shall
indemnify each Trustee and Officer and may indemnify any other employee or
agent of the Corporation against liabilities (including judgments and fines and
reasonable attorneys fees, costs, and expenses)
incurred by him or her in connection with any actual or threatened action,
suit, or proceeding, including a proceeding brought by or in the right of the
Corporation, to which he or she may be made a party by reason of being or
having been a Trustee, Officer, employee, or agent of the Corporation or any
affiliated corporation (any of which actual or threatened actions, suits, or
proceedings are hereinafter referred to collectively as a proceeding), except in relation to any
proceeding in which he or she has been adjudged liable because of willful
misconduct or a knowing violation of the criminal law or where a Trustee or
Officer has been adjudged liable to the Corporation (such behavior is
hereinafter referred to collectively as misfeasance).
For Trustees and Officers,
in the event of the payment of a judgment or fine in any proceeding in which no
determination of misfeasance has been made, or in the event of a settlement or
other disposition of a proceeding, the Corporation shall indemnify each Trustee
or Officer against any payments made or obligations incurred by
him or her (including reasonable attorneys fees, costs, and expenses),
provided that such indemnity shall be conditioned upon a prior determination
made (i) by the Board of Trustees by a majority vote of a quorum consisting of
Trustees who were not parties to such proceeding, or (ii) if such a quorum is
not
obtainable by a majority
vote of a committee duly designated by the Trustees to consist of two or more
Trustees who were not parties to such proceeding; or (iii) if a quorum of
disinterested Trustees so directs, by independent legal counsel, with the
Board, committee, or counsel to find that the Trustee or Officer has no
liability by reason of misfeasance and that such payment or obligation was
reasonable. Moreover, the Corporation
shall indemnify a Trustee who has entirely prevailed in defense of a proceeding
to which he or she was a party because of being a Trustee.
For other employees or
agents, in the event of the payment of a judgment or fine in any proceeding in
which no determination of misfeasance has been made, or in the event of a
settlement or other disposition of a proceeding, the Corporation may indemnify such
employees or agents against any payments made or obligations
incurred by him or her (including reasonable attorneys' fees, costs, and
expenses), provided that such indemnity shall be conditioned upon a prior
determination made in the same manner as the determination that indemnification
is permissible and expenses reasonable for Trustees and Officers as set forth
above.
The Corporation shall pay
for or reimburse the reasonable expenses incurred by any Trustee or Officer,
and may pay for or reimburse the expenses incurred by any other employee or
agent, who is a party to a proceeding in advance of final disposition of the
proceeding if a determination is made that the facts then known to those making
the determination would not preclude indemnification, and if the Trustee,
Officer, employee, or agent has advised the Corporation in writing that he or
she believes in good faith that he or she has not engaged in misfeasance, that
he or she believed his or her conduct was in the best interests of the corporation,
and that he or she will repay the advance if misfeasance or failure to meet the
standard of conduct prescribed by Va. Code 13.1-878, as amended, on his
or her part should ultimately be determined.
The Corporation may further
indemnify any Trustee, Officer, employee, or agent in any other manner
permitted by law and shall indemnify them if so directed by the Board of
Trustees and permitted by law. The right of indemnification hereby provided
shall be administered consistently with Section 13.1‑875, et seq of the
1950 Code of Virginia, as it may be amended from time to time, and shall not
preclude any other rights to which any Trustee, Officer, employee, or agent may
be entitled pursuant to applicable law.
9. Amendment of Bylaws
These bylaws may be amended by the affirmative vote of a majority of
the members of the Board in office at any meeting of the Board. Any bylaw provision that requires the
affirmative vote of more than a majority of the members of the Board in office
for action, shall be amended only by such extraordinary vote.
Amended and effective as of
REVISED February 2000.
REVISED May 2000.
REVISED
REVISED
REVISED
REVISED May 17, 2003
REVISED
REVISED
REVISED
REVISED
REVISED
REVISED
REVISED October 20, 2007
(Changes at Ch. I, para. 1; Ch. II, para. 3; Ch. IV, paras. 2, 4, 5)