Article II

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.