St. Lawrence University Charter and By-Laws

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St. Lawrence University Charter and By-Laws

Revised Effective February 10, 2024

CHARTER OF ST. LAWRENCE UNIVERSITY

(as amended through October 19, 2020)

NOTE - St. Lawrence University was originally chartered by special act of the Legislature of the State of New York entitled Chapter 91 of the Laws of 1856, enacted April 3, 1856. The original charter was subsequently amended and supplemented from time to time through 1955 by other special acts of the Legislature and by actions of the Board of Regents of the University of the State of New York. By action of the Regents on October 23, 1964, a new integrated charter was granted to the University in place of the earlier instrument. A further amendment was approved June 25, 1982. On July 21, 1995, the Board of Regents approved an amendment. The resolution approving the amendment is reproduced in its entirety following the wording of this charter. The change in the amendment is reflected below in paragraph 3. A further amendment was approved April 30, 2020. On October 19, 2020, the Board of Regents approved this amendment. The change in the amendment is reflected below in paragraph 4.

1. St. Lawrence University, in the Town of Canton, St. Lawrence County, State of New York, heretofore constituted a body corporate by Chapter 91 of the Laws of 1856, is hereby continued as a body corporate to conduct and maintain a university with such schools, institutions and collegiate divisions as may be authorized by law for the promotion of general education including the arts, the humanities, religion, science, history, law, economics, literature and such other departments of knowledge or education as the Board of Trustees may, from time to time, deem appropriate.

2. The Trustees of the University shall have power to fill any and all vacancies which may hereafter occur in their body, to appoint the President of the University, and the faculties and teachers thereof, and to change the same, to adopt by-laws, to prescribe the courses of study, to regulate the government and instruction of the students and to grant diplomas and confer degrees, which shall entitle the holders to the privilege and immunities allowed by usage or statute to the possessors of like diplomas from other universities.

3. The number of Trustees of the Corporation shall be not less than 18 nor more than 42 to be elected in such manner and for such terms of office as may be prescribed from time to time in the by-laws of the Corporation.

4. The property owned by the University is irrevocably dedicated to charitable and education purposes within the meaning of section 501(c)(3) of the internal revenue code. Upon the dissolution or winding up of the University, its assets remaining after payment, or provision for payment, of all debts and liabilities of the University shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under section 501(c)(3) of the Internal Revenue Code.

The Trustees shall have all the rights, privileges and responsibilities set forth in Section 226 of the Education Law, not already held by said Board of Trustees, and particularly, the Board of Trustees of the Corporation shall have the power to build, construct and erect any and all buildings, structures or houses necessary for the full benefit, use and enjoyment of the property owned by the University, to be used for University purposes, and to alter, repair and maintain the existing structures for the same purposes; and nothing herein contained shall limit or restrain the University from pledging any of its assets as security for any loan made to the University, whether secured by a bond and mortgage given by the University or by any other evidence of indebtedness.

BY-LAWS OF ST. LAWRENCE UNIVERSITY

I. General Provisions

II. The Board of Trustees: Powers and Membership

III. Meetings of the Board

IV. Officers of the University

V. Duties of Officers

VI. The Faculty

VII. Delegates to the Board

VIII. Committees

IX. Indemnification

X. Related Party Transactions

XI. Degrees

XII. Arms and Seal of the University

XIII FCC Regulations Related to WSLU/North Country Public Radio

XIV. Amendments

BY-LAWS OF ST. LAWRENCE UNIVERSITY

Adopted by the Board of Trustees June 26, 2022

ARTICLE I

General Provisions

The University is and shall remain an independent, non-sectarian, coeducational institution of higher education, administered as provided by law, its Charter and these by-laws.
The University subscribes fully to all federal and state legislation and regulations (including the 1964 Civil Rights Act, Executive Order 11246, Title IX of the Educational Amendments of 1972, Section 503 and 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Civil Rights Restoration Act of 1987, the IRS Anti-Bias regulation, New York State Human Rights Law, and Part 53, Section 607 of the New York State Education Law) regarding discrimination as well as the Drug Free Workplace Act of 1988. In accordance with federal and state law, the University does not discriminate on the basis of race, color, sex, religion, age, physical disability, marital status, sexual orientation or national or ethnic origin.

ARTICLE II

The Board of Trustees: Powers and Membership

The Board of Trustees (hereinafter referred to as "the Board") shall have general control and supervision over, and ultimate responsibility for, the affairs of the University and the conduct of its activities.
The Board shall consist of not less than eighteen nor more than forty two members, of whom one shall be the President of the University, four shall be designated McCurdy-Sprague trustees(in honor of Delos McCurdy, one of two graduates in the first class to be graduated (1865) and Sarah Elmina Sprague, one of the first two women to graduate (1866)) and chosen in accordance with paragraph 5 of this Article, and the remainder shall be designated as term trustees. As used in these by-laws, the phrase "Entire Board” means the number of trustees within the range provided in this paragraph that were elected as of the most recently held election of trustees. Term trustees shall be elected for six-year terms, and McCurdy/Sprague trustees for four-year terms. The term of office of all trustees shall commence on June 1 of the year in which elected following their election, unless otherwise provided at the time of their election, and conclude their term on May 31 six years or four years hence, as appropriate to the category of trusteeship.
No person shall be elected a trustee who shall have attained their seventy-second birthday. Unless an exception is granted in a particular case by vote of the Board, trustees in office shall retire automatically on the May 31 next after their seventy-second birthday, even though their terms may not have expired, and any resulting vacancy may be filled as provided in these by-laws.
The Board through its committees or otherwise shall engage in an annual process of identifying and recommending candidates for consideration by the Board to fill future trustee vacancies.
Each McCurdy/Sprague trustee shall have received a degree from St. Lawrence University no more recently than two years previous to the time of election, nor later than ten years after receipt of such degree. Persons so elected shall, after completion of their terms, be eligible to serve as a term trustee in accord with the requirements of election thereto. The Board shall elect no more than two new McCurdy/Sprague trustees at any given election, allowing for continuity and change in these term-limited positions.
The title of trustee emeritus may be granted by vote of the Board to any person other than the President who, in the judgment of the Board, merits such distinction by reason of their prior service as an active trustee for a period normally of not less than ten years. A trustee emeritus shall have all the rights and privileges of a trustee except that they shall not be entitled to vote at meetings of the Board.
Any trustee, except a trustee emeritus, who fails to attend in person three consecutive meetings of the Board without satisfactory excuse, as determined by the Board (or a committee to which it has delegated such determination), shall be deemed to have resigned. Any trustee may be removed from office for cause upon the affirmative vote of two-thirds of the Entire Board. Subject to the limitations described in Article II, par. 3 above, the Board may in its discretion invite Trustees whose terms are expiring to serve additional terms.

ARTICLE III

Meetings of the Board

Regular meetings of the Board shall be held three times a year, one each in the spring, fall and winter. The spring meeting shall serve as the annual meeting, unless the Chair, in consultation with the President, designates otherwise. Special meetings of the Board may be called by the Chair, or shall be called upon the written request of six trustees.
Written notice of the time and place of every meeting shall be given to each trustee, reasonably in advance of such meeting. If, in the Chair’s discretion, participation via electronic means is to be permitted for attendance at a meeting, such notice shall provide instructions for such participation.
A majority of the Entire Board shall constitute a quorum at any meeting. Any action of the Board may be taken by a majority of a quorum unless the concurrence of a larger number is required by law or by these by-laws.
Any action of the Board may be taken without a meeting if all members of the Board agree in writing to a resolution authorizing the action. The resolution and the written consents thereto shall be filed with the minutes of the Board.

ARTICLE IV

Officers of the University

The principal officers of the University shall be the Chair of the Board, one or more Vice Chairs, the President of the University, one or more Vice Presidents of whom one shall be the Dean of Academic Affairs, the Secretary and the Treasurer. All officers shall serve at the pleasure of the Board. The Chair shall not be an employee of the University.
Officers shall be elected by the Board at the annual meeting each year, unless the Board designates a different time. They shall hold office, subject to the pleasure of the Board, until the next annual meeting or until their successors are elected.

ARTICLE V

Duties of Officers

The Chair of the Board shall preside at all meetings of the Board, and shall have the powers, authority and duties which are legally or customarily associated with this office or which are granted by these by-laws or by action of the Board.
The Vice-Chair(s) shall perform such duties as may be assigned to them by the Board or by the Chair of the Board. In case of the absence or disability of the Chair of the Board, a Vice Chair designated by the Chair of the Board in advance shall act in their stead. If no such designation has been made, the Board may designate a Vice Chair to act in such capacity.
The President of the University shall be the chief executive officer of the University and shall have all the powers, authority and duties which are legally or customarily associated with this office or which are granted by these by-laws or by action of the Board. They shall be responsible to the Board for the execution of the policies established by the Board; they shall report regularly to the Board on the affairs of the University and on their actions and recommendations with respect thereto; and they shall receive the counsel and direction of the Board on matters brought to its attention. The President shall have charge of the management and discipline of the University and shall direct its operations and programs. They shall appoint, in conformity with established University policies, all members of the faculty; and, subject to the approval of the Board, they shall decide upon faculty promotions and awards of tenure in accordance with such policies.
The Vice President and Dean of Academic Affairs shall be the chief academic officer of the University and shall be responsible to the President for the execution of educational policies and programs and for the general management and conduct of faculty affairs.
The Secretary shall keep the records and minutes of the Board, give the notices required for meetings, have custody of the seal of the University and perform such other duties as may be assigned to them in these by-laws or by the Board, the Chair or the President.
The Treasurer of the University shall oversee the financial affairs of the University, shall keep or cause to be kept full and accurate accounts of all University funds, shall ensure that all receipts and disbursements of such funds take place in accordance with established policies and procedures as directed by the Board or the Chair and in accordance with principles of prudent management, and shall perform such other duties as may be assigned to them in these by-laws or by the Board, the Chair or the President.
Each Vice President shall perform the duties assigned to them by the President. Such assignments may be changed or modified by the President.

ARTICLE VI

The Faculty

Members of the faculty are the continuing faculty (regular full time, 2/3rds time, shared, and phased retirement appointments in the ranks of professor, associate professor, assistant professor, and instructor; lecturers; senior lecturers; emeritus faculty; faculty by exception); visiting faculty, adjunct faculty, and fellows. The President of the University is a non-voting member of the faculty; the Vice President and Dean of Academic Affairs is a voting member.

Through a strong shared governance model, the Board entrusts the faculty to develop and carry out self-governance on academic matters, and it invites the faculty to participate in shared governance on administrative matters via service on tri-partite committees, other administrative service engagements, and academic administration appointments.
The Faculty shall have the power and it shall be its duty:

a.         To set the curriculum, to fix requirements for courses of study and graduation, and to establish standards for grading and for assigning honors.

b.         To pass upon the probation, separation and readmission of students, for reasons of scholarship.

c.         To define the criteria under which and the methods by which its members are hired, evaluated, tenured, promoted, disciplined, and terminated.
Per Article XI, degrees and honorary degrees shall only be granted by the Board on recommendation and certification of the faculty.

ARTICLE VII

Delegates to the Board

The University intends to ensure effective shared governance through involvement of delegates from key constituencies, as described in this Article VII.
The faculty of the University, in accordance with such procedures as it may adopt, shall be entitled to elect two delegates to the Board for terms not to exceed two years. Such delegates shall have the right to attend and participate in discussion at all meetings of the Board, except those held in executive session, but shall have no vote.
The student body of the University shall be entitled to elect two delegates to the Board for terms not to exceed one year. The procedures for conducting such elections shall be determined by the appropriate organs of student government, subject to the approval of the Board, and shall not be changed thereafter without the consent of the Board. Such delegates shall have the right to attend and participate in discussion at all meetings of the Board, except those held in executive session, but shall have no vote.
The alumni of St. Lawrence University shall be entitled to one delegate to the Board as elected by the Alumni Executive Council. This delegate shall have the right to attend and participate in discussion at all meetings of the Board, except those held in executive session, but shall have no vote.

ARTICLE VIII

Committees

The Board may establish such committees of the Board as it determines to be reasonable and necessary in discharging its fiduciary duties and oversight responsibilities. The Board shall establish certain standing committees which will be responsible for all matters customarily addressed by the Board within its duties and responsibilities, and may establish special or ad hoc committees where it deems necessary or appropriate from time to time. The Board may change the committee structure at any time in its discretion in furtherance of its fiduciary duties and oversight responsibilities. It is the general expectation that the Chair, Vice Chair(s) and the President will meet regularly to discuss (i) matters which are material to University activities, programs and policies, and (ii) governance matters including communication with the Board and planning for Board and committee meetings.
Committee members shall be designated by the Board Chair and Vice Chair(s), in consultation with the President, on an annual basis. There shall be no minimum or maximum number of trustees serving on any particular committee. Each committee shall adopt a charter, subject to approval by the Board, which shall focus on the fiduciary duties and oversight responsibilities germane to its role and function. The Chair and Vice Chair(s) of the Board shall be members ex officio of all committees. The President shall be a member ex-officio to all committees except for those addressing Presidential performance or compensation.
A majority of the members of any committee, excluding ex-officio members, shall constitute a quorum for the transaction of business.
Any action required or permitted to be taken by any committee may be taken without a meeting if all voting members of the committee agree in writing. Any such actions (whether at a meeting or pursuant to unanimous consent) shall be filed with the records of the proceedings of such committee.
Delegates to the Board, as described in Article VII, shall be invited to attend and participate in meetings of committees of the Board, subject to exceptions as determined by the Chair, the Vice Chair, or the President. Delegates so invited shall have the right to participate in discussions of such committees, except those held in executive session, but shall have no vote.

ARTICLE IX

Indemnification

Any trustee or officer of the University shall be indemnified by the University against all expenses actually and necessarily incurred by such trustee or officer in connection with the defense of any action, suit, or proceeding to which they have been made a party by reason of their being or having been such trustee or officer to the fullest extent permitted by law.

ARTICLE X

Related Party Transactions

The University shall not enter into a transaction with a “Related Party”, as that term is defined in the University’s Conflict of Interest Policy, as adopted by the Board from time to time, until all of the requirements set forth in the University’s Conflict of Interest Policy for approving a transaction with a Related Party have been satisfied.

ARTICLE XI

Degrees

All academic degrees shall be granted by vote of the Board upon the recommendation of the President and the faculty and certification on behalf of the faculty that the candidates have completed all the requirements for the specified degree.
Honorary degrees may be granted by vote of the Board upon the recommendation of the faculty and the appropriate committee of the Board.

ARTICLE XII

Arms and Seal of the University

1. The arms of the University are Gules, cross bottony Argent; quartered with Sanguine, open book Argent, edges, covers or clasps Or.

2. The seal of the University contains a shield, with the arms on a circular field Or, on which is the motto FIDES ET VERITAS Gules, and on the rim the words UNIVERSITAS SANCTI LAURENTII IN NOV. EBOR, MDCCCLVI.

3. The arms and seal may be altered or revised by vote of the Board.

Federal Communications Commission Requirements

Preamble: The following was adopted in compliance with Federal Communications Commission's requirement that St. Lawrence University, through its public radio station WSLU/North Country Public Radio, will not, at least until four years after the construction of the facilities applied for, operate any other radio broadcast facility that has an overlapping coverage area with the transmitter for which WSLU/North Country Public Radio is submitting an application coincidental to this amendment adoption.

Diversity of Ownership with respect to noncommercial broadcast stations owned by St. Lawrence University: The University shall maintain local diversity and localism of ownership with respect to the stations that will result from the University’s applications for new noncommercial FM stations filed during the October 2007 FCC application period, as those terms “diversity” and “localism” are defined by the Federal Communications Commission in sections 73.7000 and 73.7003 of its rules (47 C.F.R. 73.7000 and 73.7003). This provision is intended to comply with the rules of the comparative selection procedures of the Federal Communications Commission as codified in Sections 73.7000 and 73.7003 of that agency’s rules.

ARTICLE XIII

Federal Communications Commission Requirements

ARTICLE XIV

Amendments

These by-laws may be amended at any meeting of the Board by a majority vote of the Entire Board, provided that the text of the proposed amendment or amendments has been sent reasonably in advance of the meeting together with notice that a vote will be taken thereon at the meeting. Upon the consideration of any proposed amendment, amendments germane thereto may be offered and voted upon at the meeting.