Articles of Association of the Corporation of Marlboro College
We, the subscribers, of full age, hereby associate ourselves together as a Corporation under the laws of the State of Vermont to be known by the name of The Corporation of Marlboro College for the purposes of maintaining an educational institution of higher learning offering instruction in courses of post-secondary grade, and awarding to the students satisfactorily completing the same the degree of Bachelor of Arts, Bachelor of Science, Master of Arts, Master of Business Administration or Master of Science, or such other equivalent degrees as shall be voted by the Trustees.
- The Corporation shall also have the following powers:
- To award suitable academic degrees to persons other than students who, in the judgment of the Trustees, have earned and become worthy of the same through outstanding leadership or achievement in any of the fields of humanities, letters, liberal arts, the sciences, government, education, administration, philanthropy, or other worthy endeavor.
- To acquire by gift, grant, devise or purchase real or personal property located within or without the State of Vermont; to buy, sell, encumber, mortgage, pledge, lease, invest, compromise, settle, or otherwise procure, hold, manage, or dispose of property and rights therein and to borrow money.
- To enter into contracts and agreements, and to engage, employ, retain or procure services necessary and proper to carry on and conduct its educational, financial, and business affairs.
- To solicit for and accept subscriptions, gifts, devises, and bequests of funds or other property necessary or proper for the accomplishment of its purposes.
- To adopt a corporate seal, to sue and be sued, and to appoint agents.
- To perform any lawful act necessary or proper to accomplish its purposes and to conduct any and all activities authorized by the laws of the State of Vermont and the United States of America.
- Responsibility for the conduct of the affairs and duties of the Corporation shall be vested in the Board of Trustees, which shall have the necessary powers and authority to accomplish the goals and purposes set forth in these Articles and as determined by the Board to be in the best interests of the College, and to take or cause to be taken any actions that the Board considers necessary for the effective governance and wellbeing of the College and its students, faculty and administrators.
- There shall be such number of Trustees, not less than three (3), as shall be elected by the Board of Trustees. The President of the College shall be a Trustee ex officio for the duration of his or her term in office. All Trustees shall be elected for stated terms, not exceeding three years or until the third Annual Meeting following their election. They shall be elected in such manner that as far as practicable the terms of approximately the same number of Trustees shall expire each year. Trustees shall be eligible for re-election for up to three additional terms at the expiration of each of their stated terms.The Board may elect College alumni to serve as Alumni Trustees.. Alumni Trustees shall serve for a stated term not to exceed three years or until the third Annual Meeting following their election. One Alumni Trustee may be elected each year so that there is a maximum of three Alumni Trustees serving at any one time. Alumni Trustees shall have the responsibilities and shall be entitled to all the powers and privileges of Trustees.The Board may from time to time honor persons who have made outstanding contributions to the College by electing them Honorary Trustees or Life Trustees, or with such other designations as may be appropriate. These Trustees shall not have the l responsibilities of Trustees, nor shall they be voting members of the Board of Trustees, or counted for purposes of determining a quorum.
- The officers of the Corporation shall consist of a Chair of the Board of Trustees, the President of the College, a Treasurer, a Secretary and such other officers as the Trustees shall from time to time determine. The first officers may be elected by the Incorporators at the first meeting, to hold office until their successors are chosen. Except as aforesaid, the officers of the Corporation shall be elected at the Annual Meeting of the Trustees and shall hold office until the next Annual Meeting, and until their respective successors are elected and qualified, unless sooner removed by the Trustees. Vacancies in any office may be filled by the Trustees at any regular or specially called meeting. The President and Chair of the Board shall always be Trustees; the other officers may be.
- All matters concerning the conduct of the Corporation for the accomplishment of its purposes shall be managed by or under the direction of the Trustees, who shall adopt Bylaws for the government of themselves, their faculty, administration, and students. At times that it would be impossible or impractical to convene the Board to act on a particular matter within its purview, the Board may delegate all or part of its powers, rights, and authority to an appropriate committee that includes Trustees.
- The principal office of the Corporation shall be located at Marlboro, in the County of Windham in the State of Vermont. The Corporation shall exist forever or until its existence is terminated according to law. The Corporation shall be a non-profit Corporation without capital stock, and no Corporator, Trustee or Officer shall ever participate in any of the profits thereof; but compensation for services rendered may be contracted for and awarded by the Trustees.
DATED at Brattleboro, in the County of Windham, this 30th day of November 1946, and revised and restated by vote of the Board of Trustees on June 21, 2019.
Bylaws of the Corporation of Marlboro College
Section 1. NAME. The name of this Corporation shall be The Corporation of Marlboro College.
Section 2. PLACE OF BUSINESS. The Corporation shall have its principal office and place of business at 2582 South Road, Marlboro, Windham County, Vermont, and may have such other places of business as may be designated by the Board of Trustees.
Section 3. SEAL. The Corporation shall have a seal, consisting of a circular die with the words “Corporation of Marlboro College Vermont 1946” cut or engraved thereon.
Section 4. FISCAL YEAR. The fiscal year of the Corporation shall be from July first of each year through June thirtieth of the succeeding year.
Section 1. QUALIFICATIONS. Any person shall become a Trustee of the Corporation by being elected as a Trustee by the Incorporators at their first meeting. Thereafter, any person shall become a Trustee by being elected as a Trustee at any Annual or Regular meeting of the Board of Trustees. To the extent practicable, the Board shall choose Trustees so that the Board is comprised of Trustees of various backgrounds and professions.
Section 2. ANNUAL MEETINGS. The Annual Meeting of the Board of Trustees shall be held during the month of May of each year, on a date to be determined by the Chair. In the event that the Annual Meeting is not held during the month of May, a meeting may be held during the month of June immediately following, to be designated as the Postponed Annual Meeting, and any business transacted or elections held at such Postponed Annual Meeting shall be as valid as if transacted or held at the Annual Meeting. The Postponed Annual Meeting shall be called in the manner provided for Annual Meetings. The Trustees shall elect new and continuing Trustees at the Annual Meeting.
Section 3. REGULAR MEETINGS. In addition to the Annual Meeting, there shall be at least two Regular Meetings of Trustees during the academic year.
Section 4. SPECIAL MEETINGS. Special Meetings of the Trustees may be held upon the call of the Chair, the President or a majority of the Trustees.
Section 4. NOTICE. Notice of the Annual Meeting and Regular Meetings of the Trustees shall be given by the Secretary at least ten days prior to the date thereof, by mail, telephone, personal or electronic means, to each Trustee at his or her last known mail or electronic address or telephone number, as the case may be. The Notice shall state, at minimum, the time and place of such meeting. Notice of Regular Meetings shall be given not less than ten days prior to the date set for the meeting. Notice of Special Meetings shall be given by mail, telephone or electronic means, or personally, not less than three days prior to the date of such meeting. The notices of Special Meetings shall include a statement of the matters to be addressed at the meetings.
Section 5. QUORUM. At any meeting, a majority of the whole number of Trustees shall constitute a quorum. When a quorum is present at any meeting, whether present in person, by telephone or by electronic means, the vote of a majority of the Trustees present shall decide any question brought for vote before such meeting, except as otherwise provided by law or by these Bylaws.
Section 6. BUSINESS TRANSACTED. At all meetings of the Board of Trustees, any business may be transacted that may legally come before such meeting, but no business may be brought before a Special Meeting unless such business has been previously stated in the notice therefor. Financial reports, including budgets and forecasts of the financial condition of the College shall be presented at each Annual and Regular Meeting, and at other times as needed throughout the year. The Board must approve all budgets and revised budgets.
Section 7. ORDER OF BUSINESS. The order of business at a meeting of the Board of Trustees shall be as prescribed by the presiding officer.
Section 1. NUMBER AND ELECTION. The Trustees shall be of such number, not fewer than three, as may be elected from time to time by the Board of Trustees in accordance with the Articles of Association. The first Trustees shall be elected by the incorporators. The President shall be a Trustee ex officio.
Section 2. TERM. A Trustee’s term begins upon election as set forth in these Bylaws; the terms of Trustees elected at the Annual Meeting shall end on or before the date of the third subsequent Annual Meeting, unless they are reelected; Trustees elected at any other meeting will serve a term that concludes at the third subsequent Annual Meeting. At least one month before the conclusion of a Trustee’s term, the Trustee shall inform the Chair or the appropriate committee chair whether he or she wishes to continue for another term. If he or she does wish to continue, the Chair and the Trustee will review the Trustee’s activities, including attendance and participation at Board and committee meetings, willingness and availability to undertake tasks as a Trustee, activities that support the College and any other factors that bear on the Trustee’s performance. After this review, if the Trustee wishes to serve another term, the Trustees shall vote whether the Trustee shall continue to serve.
Section 3. TERM LIMITS. Trustees shall be eligible for re-election at the expiration of each of three consecutive terms. After they have served four three-year terms, their status as a Trustee shall lapse unless there exist compelling reasons to continue them as Trustees. Persons who cease to be Trustees after serving four terms may be considered to serve as Trustee after one year.
Section 4. ALUMNI TRUSTEES. The Trustees may designate college alumni to serve as Alumni Trustees for one three-year term. Alumni Trustees shall enjoy all the rights and responsibilities of Trustees. One Alumni Trustee may be elected each year so that there is a maximum of three Alumni Trustees serving at any one time. This provision does not affect the terms of regular Trustees who also are alumni.
Section 5. POWERS AND DUTIES. The Trustees shall oversee, and have ultimate fiduciary responsibility for, the business, property, and governance of the Corporation and the College, and shall enlist the faculty, staff and students to assure that the purposes for which the Corporation and the College exist are fulfilled and that a healthy learning environment and tradition of self-reliance is maintained.
Section 6. COMMITTEES. The Trustees may create such standing and ad hoc committees of the Board as the Trustees find may be necessary or advisable to aid in the performance of their responsibilities. The Chair of the Board shall appoint committee chairs and members, subject to their willingness to serve in those capacities. In limited circumstances, the Board may delegate authority to an individual or a committee to take action that will bind the Corporation as to that matter. The delegation shall be limited to circumstances that make it impossible or impractical for the Board to convene and act on such matters and, if the Board so directs, shall be subject to later ratification by the Board.
Section 1. ELECTION AND APPOINTMENT. At each Annual Meeting of the Trustees, Trustees shall elect Trustees to serve as Chair, Treasurer and Secretary of the Board and the Corporation. The Board shall also elect Vice Chairs as it deems necessary. The first officers shall be elected by the Incorporators. Thereafter, all officers shall be elected at each Annual Meeting and shall hold their offices until the next Annual Meeting. All officers, agents, and employees elected or appointed by the Trustees or officers shall be subject to removal at any time by the body or person that elected or appointed them. One individual may hold more than one office, except the Secretary shall not be Chair.
The Trustees shall conduct annual evaluations of the operations of the Board and its performance in achieving its purposes.
Section 2. CHAIR OF THE BOARD. The Chair of the Board shall be a Trustee and shall preside at all meetings of the Trustees. Subject to the will of the Trustees and the authority of the President of the College, he or she shall have general supervision of the business of the Corporation between Regular or Special Meetings, and shall perform such other duties as are set forth in these Bylaws and as the Board of Trustees shall from time to time designate. The Chair’s performance of his or her duties shall be reviewed annually by the Board in such manner as the Board finds appropriate.
Section 3. PRESIDENT. The President of the College shall be a Trustee ex officio. He or she shall perform the duties of chief executive officer of the College and shall be responsible for its operations, its personnel and its educational and cultural life. He or she shall report to the Board of Trustees. The Board of Trustees shall review the President’s performance of his or her duties at least once every year, in such manner and applying such criteria as the Board decides. He shall have an employment contract with the Corporation that sets out the terms of his employment.
Section 4. VICE CHAIR(S). The Vice Chair(s) shall perform the duties and exercise the powers of the Chair in his or her absence or during his or her disability and shall perform such other duties as the Board of Trustees or the Chair shall from time to time designate.
Section 5. TREASURER. The Treasurer shall oversee the custody and investment of corporate funds and securities and shall be responsible to assure that full and accurate accounts are kept by the Corporation. He or she shall oversee the deposit and expenditure of funds for the benefit of the Corporation, in order to perform its functions and achieve its goals. He or she shall be responsible for rendering financial statements to the Board of Trustees at the Annual Meeting and Regular Meetings, and at such other times as the Board considers necessary. All checks and other commercial paper shall be signed in the manner and by the person as may be directed by a resolution of the Board of Trustees.
Section 6. SECRETARY. The Secretary shall be responsible for the production of accurate minutes of all meetings of the Board of Trustees. He or she shall have custody of all corporate documents. He or she shall be responsible for the filing with proper officials of all documents required by law to be filed by the Corporation. He or she shall perform such other duties and exercise such other powers as are prescribed by the laws of the State of Vermont or as the Board of Trustees shall from time to time designate.
Section 7. EXECUTIVE COMMITTEE. The Chair may appoint an Executive Committee from among the Trustees, to aid in performing such functions as the Board designates and that would be impractical for the Board as a whole to perform.
Section 8. VACANCIES. In the event of the death, resignation, removal or disqualification of any officer, the Board of Trustees may choose a successor at its next Annual, Regular or Special Meeting, which successor shall hold the office for the unexpired term of the person who held it.
Section 9. COMPENSATION. No Member, Trustee or officer shall receive any compensation or other benefits from the Corporation except in conformance with the Conflict of Interest Policy, which must have been approved by the Board.
INDEMNIFICATION; PERSONAL LIABILITY
Section 1. INDEMNIFICATION OF TRUSTEES.
(a) Each Trustee shall be indemnified and held harmless by the Corporation for all actions taken by him or her and failures to take action as a Corporation Trustee, to the fullest extent permitted by Vermont law, against all expense, liability and loss (including without limitation attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Trustee in connection with any claim or proceeding purporting to relate to her/his acts or failures to act while a Trustee. However, no indemnification shall be made in any case in which the Trustee was adjudged liable to the Corporation; or was adjudged liable on the basis that personal benefit was improperly received by the Trustee or in which the act or failure to act is determined by final judicial determination to have constituted willful misconduct or recklessness.
(b) The right to indemnification shall include the right to have the expenses incurred by the Trustee in defending any proceeding paid by the Corporation in advance of the final disposition of the proceeding; provided that the payment of such expenses incurred by the Trustee in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by the Trustee to repay all amounts so advanced without interest if it shall ultimately be determined that the Trustee is not entitled to be indemnified.
(c) To determine whether any indemnification or advance of expenses under this Section is permissible, the Board of Trustees shall obtain, at the Corporation’s expense, an opinion of independent legal counsel whether such indemnification is permissible. If it is determined that the Trustee is entitled to indemnification, the Corporation will pay all amounts due hereunder within ten (10) days after such determination.
(d) Indemnification pursuant to this Section shall continue as to a Trustee who has ceased to be a Trustee and shall inure to the benefit of his or her heirs, executors and administrators.
(e) (i) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative; (ii) the term “judgments, fines, taxes, penalties and amounts paid or to be paid in settlement” shall be broadly construed and shall include, without limitation, all direct and indirect payments of any type or nature whatsoever, including, without limitation, all penalties and amounts required to be forfeited or reimbursed to the Corporation.
Section 2. SUBROGATION. If the Corporation indemnifies a Trustee under this Article, the Corporation shall be subrogated, to the extent of such indemnification, to any right of recovery such Trustee may have related to events that resulted in the payment of indemnification.
Section 3. PERSONAL LIABILITY. No Trustee of the Corporation shall be personally liable for monetary damages for any action taken or any failure to take any action in the performance of his or her duties as Trustee, except (a) in connection with a proceeding by or in the right of the Corporation in which the Trustee was adjudged liable to the Corporation, or (b) in connection with any other proceeding charging improper personal benefit to the Trustee, whether or not involving action in the Trustee’s official capacity, in which the Trustee was adjudged liable on the basis that personal benefit was improperly received by the Trustee; provided, however, that the provisions of this Section shall not apply to the responsibility or liability of a Trustee pursuant to any criminal statute, or to the liability of a Trustee for the payment of taxes.
Section 4. INSURANCE. The Corporation shall obtain and keep in full force and effect adequate liability insurance to assure the performance of this Article and shall take all measures necessary to assure such performance.
Section 5. AMENDMENT OF THIS ARTICLE. Notwithstanding any other provision of these bylaws relating to their amendment generally, any repeal or amendment of this Article that limits rights of a Trustee to indemnification shall be prospective only.
These by-laws may be amended, altered or repealed at any Annual, Regular or Special Meeting of the Trustees at which a quorum exists, by the vote of a majority of the Trustees present, provided that notice of the proposed amendment, alteration or repeal be given in the Notice of Meeting.
DISSOLUTION, MERGER OR PARTNERSHIP
Any merger, partnership or dissolution of the Corporation or the College shall require the affirmative vote of three-quarters of the number of Trustees attending a meeting called for the purpose of voting on such merger, partnership or dissolution, provided that it constitutes the affirmative vote of at least a majority of the total number of trustees, such meeting to be called on not less than ten days’ notice. At the time of the vote, the Trustees shall be presented with a full description of the terms and legal implications of the merger, partnership or dissolution. This Article does not apply to alliances or joint ventures undertaken by the Corporation or the College in the regular course of business