THE VISION FOR RHODES COLLEGE

Rhodes College (“College”) aspires to graduate students with a life-long passion for learning, a compassion for others, and the ability to translate academic study and personal concern into effective leadership and action in their communities and the world.

BOARD OF TRUSTEES

Section 1. Board of Trustees. In accordance with its Amended and Restated Charter, the College shall have no members. All corporate powers shall be exercised by or under the authority of, and the affairs of the College managed under the direction of, its Board of Trustees (the “Board”), consisting of Voting Trustees and Non-Voting Trustees. Pursuant to the Amended and Restated Charter of the College, the Voting Trustees shall constitute the governing board of the College.

Section 2. Number, Tenure and Qualifications. The Board shall consist of between twenty (20) and thirty (30) regular voting Trustees (the “Voting Trustees”) and the ex-officio and non-voting members of the Board. Members of the Board need not be residents of the state of Tennessee. The number of Voting Trustees may be fixed or changed from time to time, within the minimum and maximum, by the members of the Board; provided, however, that a decrease in the number of Voting Trustees shall not shorten an incumbent Voting Trustee's term. Voting Trustees shall be elected at any regular or special meeting by a majority vote of the incumbent Voting Trustees of the College, and shall assume office beginning with the fall meeting of the Board following their election or as otherwise determined by the Board, and serve for a term of three (3) years or until their successors are elected and qualified. Voting Trustees may not be elected for more than three (3) consecutive three-year terms. At least twelve (12) months must have elapsed before any Voting Trustee having served three consecutive three-year terms may be elected for another such term. Voting Trustees whose terms of office are expiring shall be entitled to participate in the election of their successors. Despite the expiration of a Voting Trustee’s term, he or she shall continue to serve either until his or her successor is elected and qualified or until there is a decrease in the number of Voting Trustees. 

Section 3. Ex-Officio and Non-Voting Trustees. The President of the College shall be an ex-officio, non-voting member of the Board. In addition, three (3) full-time members of the College faculty (the “Faculty Trustees”) and three (3) students in good standing at the College (the “Student Trustees”) shall be non-voting members of the Board. Faculty Trustees shall be elected by the faculty governing body in a manner determined by such body, subject to the approval of the Board. Faculty Trustees shall be elected for a term of three (3) years. Student Trustees shall be elected by the student governing body in a manner determined by such body, subject to the approval of the Board. Student Trustees shall be elected for a term of one (1) year. Faculty Trustees and Student Trustees shall assume office beginning with the fall meeting of the Board following their election.  Despite the expiration of a Faculty Trustee’s or Student Trustee’s term, he or she shall continue to serve until his or her successor is elected and qualified or there is a decrease in the number of Faculty Trustees or Student Trustees, as the case may be.

Section 4. Resignation of a Voting Trustee, Faculty Trustee or Student Trustee. A Voting Trustee, Faculty Trustee or Student Trustee may resign at any time by delivering written notice to the Chair of the Board, the President, or to the College. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. A vacancy created by a resignation that will occur at a specific later date may be filled before the vacancy occurs, but the new Voting Trustee, Faculty Trustee or Student Trustee may not take office until the vacancy occurs. 

Section 5. Removal of Voting Trustees, Faculty Trustees or Student Trustees. Any member of the Board may be removed for any one or more of the following reasons: dereliction of duties and responsibilities incident to Board membership; an unresolved conflict of interest; mental or physical incapacity; moral turpitude; financial malfeasance; fraudulent or illegal conduct, and, in addition, in the case of a Faculty Trustee or Student Trustee, if such Faculty Trustee shall retire or no longer be employed by the College or if such Student Trustee is no longer in good standing at the College. When it becomes necessary to seek the removal of a member of the Board, the Chair of the Board shall, after consultation with and the approval of, the Agenda Committee, prepare a written statement outlining the circumstances and facts germane to the matter and shall send such statement by certified mail to the member whom the Agenda Committee is seeking to remove. Such member shall have fourteen (14) calendar days to send a written response to the Chair and shall be entitled to be heard at a regular meeting of the Board or at a special meeting called for that purpose and attended by a quorum. Any such removal must be approved by the affirmative vote of a majority of the then acting Voting Trustees.  Any vacancy in the Board caused by removal, death, resignation or an increase in the number of Voting Trustees by reason of amendment of these By-Laws shall be filled as specified in Section 6 of this Article II.

Section 6. Vacancies. Any vacancy occurring on the Board may be filled by the body which originally elected the Voting Trustee, Faculty Trustee or Student Trustee, as the case may be, in the manner provided in Section 2 or 3, as applicable. A Voting Trustee, Faculty Trustee or Student Trustee elected to fill a vacancy shall be elected for the maximum number of complete consecutive terms provided by these By-Laws for such member.

Section 7. Regular Meetings of the Board. Regular meetings of the Board may be held at such time and place as the Board shall from time to time determine. The Board shall permit any or all of the Board members to participate in a regular meeting by, or conduct the meeting through the use of, any means of communication by which all of the Board members participating may simultaneously hear each other during the meeting. A Board member participating in a meeting by this means shall be deemed to be present in person at the meeting.

Section 8. Annual Meeting of the Board. The annual meeting of the Board shall be the Spring meeting and shall be held in or out of the state of Tennessee on the date selected by the Voting Trustees. The annual meeting may be conducted through the use of any means of communication by which all Board members participating may simultaneously hear each other during the meeting. A Board member participating in a meeting by this means is deemed to be present in person at the meeting.

Section 9. Special Meetings of the Board. The Board may hold special meetings in or out of the state of Tennessee, and such meetings may be called by the Chair, the President or any two (2) Voting Trustees. The Board shall permit any or all of the Board members to participate in a special meeting by, or conduct the meeting through the use of, any means of communication by which all of the Board members participating can simultaneously hear each other during the meeting. A Board member participating in a meeting by this means shall be deemed to be present in person at the meeting. 

Section 10. Notice of Meetings of the Board. Regular meetings of the Board shall be held without notice. Special meetings of the Board shall be preceded by at least two (2) days' notice to each Board member of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting; provided, however, that any Board action to remove a Board member, to approve a matter which would require approval by members if the College had members, or to amend these By-Laws in accordance with Article VI, Section 1, shall not be valid unless each Board member is given at least fourteen (14) days' written notice that the matter will be voted upon at a meeting of the Board or unless notice is waived pursuant to the provisions of Article II, Section 12 of these By-Laws. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed one (1) month in any one (1) adjournment. 

Section 11. Action Without Meeting. Action required or permitted to be taken by the laws of the state of Tennessee at a meeting of the Board may be taken without a meeting. If all the Voting Trustees consent to taking such action without a meeting, the affirmative vote of the number of Voting Trustees that would be necessary to authorize or to take such action at a meeting shall be the act of the Board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each Trustee in one (1) or more counterparts, indicating each signing Trustee's vote or abstention on the action, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section shall be effective when the last Trustee signs the consent, unless the consent specifies a different effective date. A consent signed under the Section shall have the effect of a meeting vote and may be described as such in any document.

Section 12. Waiver of Notice. A Board member may waive any notice required by these By-Laws, the Amended and Restated Charter, or by any provision of the laws of the state of Tennessee, before or after the date and time stated in the notice. The waiver must be in writing, signed by the Board member entitled to the notice, and filed with the minutes or corporate records. In addition, a Board member’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the Board member at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to the action taken at the meeting.

Section 13. Quorum and Voting. Except as otherwise provided by the laws of the state of Tennessee, the Amended and Restated Charter or these By-Laws, a quorum of a Board consists of a majority of the Voting Trustees in office immediately before a meeting begins. When a quorum is once present to organize a meeting, a meeting may be later adjourned despite the absence of a quorum caused by the subsequent withdrawal of any of those Board members present. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Board members present is the act of the Board unless the laws of the state of Tennessee, the Amended and Restated Charter or By-Laws require the vote of a greater number of Board members. A Voting Trustee who is present at a meeting of the Board when corporate action is taken shall be deemed to have assented to the action taken unless: (i) he or she objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; (ii) his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) he or she delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the College immediately after adjournment of the meeting. The right of dissent or abstention shall not be available to a Voting Trustee who votes in favor of the action taken.

Section 14. Council of Emeriti Trustees. The Board may elect any number of individuals to the Council of Emeriti Trustees (the “Council”), as it, in its sole discretion, deems appropriate. The purpose of the Council is to advise the Chair of the Board and President on matters pertaining to the College. The Board in its sole discretion shall determine the term of any member of the Council. A member of the Council may resign at any time by delivering a written notice to the Board Chair, President, or to the College. A resignation shall be effective when the notice is delivered unless the notice specifies a later date. Members of the Council serve at the pleasure of the Board, and any member of the Council may be removed by the Board at any time with or without cause.
 

OFFICERS

Section 1. Officers. The College shall have a Chair of the Board, a Vice-Chair, a President and a Secretary. The Board, or a duly appointed officer if authorized by the Board, may also elect additional officers, each of whom shall have the authority and shall perform the duties prescribed by the Board or a duly appointed officer if authorized by the Board. The same individual may simultaneously hold more than one (1) office in the College, except the offices of President and Secretary. Officers shall be nominated by the Board committee responsible for trusteeship matters, or in the absence of same, by the Agenda Committee, and elected by the Board at its annual meeting or at any regular or special meeting of the Board. Despite the expiration of an officer's term, he or she shall continue to serve until his or her successor is appointed and qualified. An officer may resign at any time by delivering his or her resignation to the College. A resignation shall be effective when delivered unless it specifies a later effective date. If a resignation is made effective at a later date and the College accepts the future effective date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor shall not take office until the effective date. Subject to any applicable contract rights, the Board may remove any officer at any time with or without cause, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. The appointment of an officer does not itself create contract rights, and an officer's removal shall not affect the officer's contract rights, if any, with the College. An officer's resignation shall not affect the College's contract rights, if any, with the officer. 

Section 2. Term and Duties of Chair and Vice-Chair of the Board. The Chair of the Board shall preside at all meetings of the Board, and in the absence of the Chair, the Vice-Chair shall preside at any such meeting. Additionally, the Chair shall have the authority to select the chairs of Board committees, determine the membership of such committees, create ad hoc Board committees for such limited purposes as the Chair may determine, and have such other duties and responsibilities as the Board may, from time to time, determine. The Vice-Chair shall have such duties and responsibilities as he or she and the Chair may, from time to time, determine. The Chair shall serve for an initial term of three (3) years or until his or her successor is elected and qualified. Sixty (60) days prior to the end of the Chair’s initial term or such other time as circumstances may require, the Board committee responsible for trusteeship matters, or in the absence of same, the Agenda Committee, shall perform an intentional review of the initial term of the Chair and, upon the recommendation to the Board, the Chair may be elected for another three (3) year term by the Board. Sixty (60) days prior to the end of the Chair’s second term, or such other time as circumstances may require, and upon the determination by the Board committee on trusteeship matters or, in the absence of same, the Agenda Committee, that extenuating circumstances exist, the Board, in its sole discretion, may appoint the Chair to serve for up to an additional two (2) consecutive one-year terms following such two (2) consecutive three-year terms.

The Vice-Chair shall serve for an initial term of two (2) years or until his or her successor is elected and qualified, and may be elected by the Board for another two (2) year term thereafter. Sixty (60) days prior to the end of the Vice-Chair’s second term, or such other time as circumstances may require, and upon the determination by the Board committee on trusteeship matters or, in the absence of same, the Agenda Committee, that extenuating circumstances exist, the Board, in its sole discretion, may appoint the Vice-Chair to serve for an additional one (1) year term following such two (2) consecutive two-year terms.

Section 3. Duties of President. The President shall sign and execute all contracts in the name of the College, when authorized to do so by the Board; he or she shall appoint and discharge agents and employees, subject to approval of the Board; and he or she shall have the authority to generally manage the business and affairs of the College and perform all the duties incidental to the office.  

Section 4. Duties of the Secretary. The Secretary shall keep the minutes of the meetings of the Board; he or she shall authenticate records of the College; he or she shall attend to the giving and serving of all notices of the College as required of him or her; he or she shall have charge of the minute book and such other records of the College as the Board may direct; he or she shall attend to such correspondence as may be assigned to him or her, and perform all duties incidental to the office.

COMMITTEES

Section 1. Committees. The Board, by resolution adopted by a majority of the Voting Trustees in office, may designate and appoint one or more committees, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the College, as so designated by the Board. However, no such committee shall have the authority of the Board in reference to approving dissolution, merger or the sale, pledge or transfer of all or substantially all of the College’s assets; electing, appointing, or removing any member of the Board or filling vacancies on the Board or any of its committees; or adopting, amending or repealing the Amended and Restated Charter or By-Laws of the College. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or an individual member of the Board, of any responsibility imposed on it or him or her by law. Committees shall at all times remain subject to the control and supervision of the Board. Except as otherwise provided in these By-Laws or prohibited by the Tennessee Nonprofit Corporation Act, committees may include persons who are not members of the Board.

Section 2. Standing Committees. There shall be the standing committees specified in Section 5 of this Article IV and any standing committees designated and appointed by the Board by resolution and adopted by a majority of the Voting Trustees then in office. 

Section 3. Special and Ad Hoc Committees. The Board may, by resolution adopted by a majority of the Voting Trustees then in office, designate and appoint one or more special committees established for the purpose of discharging particular duties. The Chair of the Board may appoint ad hoc committees for such purpose(s) as the Chair may determine.

Section 4. Discontinued Committees. The Board may discontinue any committee from time to time and the duties of any committee so discontinued shall be performed during such discontinuance by the Agenda Committee or the Board.

Section 5. Descriptions of Standing Committees.  

Agenda Committee.

(a) The Agenda Committee shall consist of the Chair of the Board, the Vice-Chair, the President ex officio, the Secretary and the chairs of all committees and sub-committees of the Board. The Chair of the Board shall serve as the Chair of the Agenda Committee.  

(b) The Agenda Committee shall plan and guide Board processes and conduct, and shall develop agendas, formats, and schedules for meetings and other Board events, including social gatherings and periodic retreats.

(c) Between meetings of the Board, the Agenda Committee shall have supervision of the administration and property of the College except and unless specifically not empowered by the Board to do so. It may not take any action inconsistent with a prior act of the Board or provisions of the By-Laws. It may not take any action which has been reserved to and/or limited by the Board, by the Amended and Restated Charter, the By-Laws, the Tennessee Nonprofit Corporation Act or by Board action. In the absence of limitations imposed herein, the Agenda Committee shall have and exercise all the powers of the Board and the management of the business affairs of the College when the Board is not in session.

(d) At every meeting of the Board, the proceedings and actions taken by the Agenda Committee since the last meeting of the Board shall be reported to and ratified by the Board.

Section 6. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board or until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 7. Vacancies. Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointments.

Section 8. Quorum. Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of the majority of the members present at the meeting at which a quorum is present shall be the act of the committee.

Section 9. Rules. Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board.

INDEMNIFICATION

Section 1. Indemnification of Board Members and Officers. Subject to any limitations set forth in the Amended and Restated Charter, the College shall indemnify and advance expenses to each present and future Voting Trustee, Faculty Trustee, Student Trustee, or officer of the College, or any person who may serve at its request as a Voting Trustee, Faculty Trustee, Student Trustee, or officer of another company (and, in either case, his or her heirs, estate, executors or administrators) to the full extent allowed by the laws of the state of Tennessee, both as now in effect and as hereafter adopted. The College may indemnify and advance expenses to any employee or agent of the College who is not a Voting Trustee, Faculty Trustee, Student Trustee, or officer (and his heirs, estate, executors or administrators) to the same extent as to a Voting Trustee, Faculty Trustee, Student Trustee, or officer, if the Board determines that it is in the best interests of the College to do so. The College shall also have the power to contract with any individual Voting Trustee, Faculty Trustee, Student Trustee, officer, employee, or agent for whatever additional indemnification the Board shall deem appropriate. The College shall have the power to purchase and maintain insurance on behalf of an individual who is or was a Voting Trustee, Faculty Trustee, Student Trustee, officer, employee, or agent of the College, or who, while a Voting Trustee, Faculty Trustee, Student Trustee, officer, employee, or agent of the College, is or was serving at the request of the College as a Voting Trustee, Faculty Trustee, Student Trustee, officer, partner, trustee, employee, or agent of another foreign or domestic company, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a Voting Trustee, Faculty Trustee, Student Trustee, officer, employee, or agent, whether or not the College would have the power to indemnify him or her against the same liability under these By-Laws.

MISCELLANEOUS

Section 1. Amendment of By-Laws. The By-Laws may be amended by the Board. The College shall provide notice of any meeting of Board members at which an amendment is to be approved at least fourteen (14) days prior to such meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the By-Laws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by two-thirds (2/3rds) of the Voting Trustees in office at the time the amendment is adopted.

CONFLICT OF INTEREST

Section 1. Conflict of Interest. A conflict of interest may exist when the interests or activities of any Voting Trustee, Faculty Trustee, Student Trustee or officer of the College may be seen as competing with the interest or activities of the College, or any such Trustees or officer derives a financial or other material gain as a result of a direct or indirect relationship.

Section 2. Disclosure Required. Any possible conflict of interest shall be disclosed to the Chair of the Board by the person concerned, if that person is a Voting Trustee, Faculty Trustee, Student Trustee or the President of the College, or to the President if the person is an officer.

Section 3. Abstinence from Vote. When any conflict of interest is determined to exist and is relevant to a matter requiring action by the Board, the interested person shall call it to the attention of the Board or its appropriate committee and such person shall not vote on the matter; provided, however, any Voting Trustee, Faculty Trustee or Student Trustee disclosing a possible conflict of interest may be counted in determining the presence of a quorum at a meeting of the Board or a committee thereof. Any committee which votes upon a matter wherein a conflict of interest exists or may exist, must consist entirely of members of the Board.

Section 4. Absence from Discussion. Unless requested to remain present during the meeting, the person having the conflict shall retire from the room in which the Board or its committee is meeting and shall not participate in the final deliberation or decision regarding the matter under consideration. However, that person shall provide the Board or committee with any and all relevant information.

Section 5. Minutes. The minutes of the meeting of the Board or committee shall reflect that the conflict of interest was disclosed and that the interested person was not present during the final discussion or vote and did not vote. When there is doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the Board or its committee, excluding the person concerning whose situation the doubt has arisen.

Section 6. Annual Review. A copy of this conflict of interest By-law shall be furnished to each Voting Trustee, Faculty Trustee, Student Trustee and officer who is presently serving the College, or who may hereafter become associated with the College. This policy shall be reviewed annually for the information and guidance of Board members and officers. Any new Board members, officers or staff members shall be advised of this policy upon undertaking the duties of such office.