St. Lawrence University Charter and By-Laws
Revised Effective 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
Adopted by the Board of Trustees June 22, 2014
- 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. The University does not discriminate against students, faculty, staff, or other beneficiaries on the basis of race, traits historically associated with race, color, predisposing genetic characteristics, pregnancy, gender, gender identity or expression, religion, age, disability, marital status, veteran or military status, sexual orientation, or national or ethnic origin, domestic violence victim status or any other category protected by applicable local, state, or federal law or regulation, in admission to, or access to, or treatment, or employment in its programs and activities.
- In interpreting these by-laws, all masculine pronouns shall be deemed to refer equally to the feminine gender.
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 his 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 shall be filled as provided in these by-laws.
- The Board through its Committee on Trustees or otherwise shall engage the Alumni Executive Council in an annual process of identifying and recommending alumni candidates for consideration by the Board to fill future trustee vacancies. The Committee on Trustees and the Alumni Executive Council shall jointly determine said process.
- Each McCurdy/Sprague trustee shall serve one four-year term beginning June 1 following their election. Each eligible person shall have received a degree from St. Lawrence University no more recently than at the public Commencement two years previous to the time of election, nor later than ten years after admission to 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 his 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 he 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 excuse determined by the Committee on Trustees to be reasonable and satisfactory shall be deemed to have resigned unless the Committee on Trustees rules otherwise. Any trustee may be removed from office for cause upon the affirmative vote of two-thirds of the Entire Board.
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 be the annual meeting and shall be held in Canton, New York, on a date to be fixed by the Chair between May 15 and June 15, unless the Board or the Executive Committee appoints a different place or time. The other meetings shall be held at such times and places as may be fixed by the Chair.
- Special meetings of the Board may be called by the Chair or the Executive Committee, and 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, personally or by mail (including electronic mail) to his current address of record, not less than seven days prior to the meeting.
- 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, submitted by postal mail or electronic mail, to a resolution authorizing the action. The resolution and the written consents thereto shall be filed with the minutes of the Board.
- Any one or more member(s) of the Board may participate and/or vote at a meeting of the Board by electronic means (e.g. by using telephone , videoconferencing or other forms of communication equipment) which are operated to provide the participants with reasonable assurance of confidentiality and which allow all persons participating to hear each other or view the communication at the same time. Participation by such means shall constitute presence in person at the meetings except for the purposes of Article II Paragraph 7 relating to minimum attendance.
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 of the Board and the Vice Chairs in such number as the Board shall fix, shall be elected by the Board from among its members at its annual meeting each year, unless the Board resolves upon a different time and provided that the Chair of the Board shall not be an employee of the University. They shall hold office, subject to the pleasure of the Board, until the next annual meeting or until their successors are elected.
- The President, the Secretary and the Treasurer of the University shall be appointed by the Board. The Board shall also appoint the Vice Presidents upon the recommendation of the President, and may delegate to the President the appointment of such other officers as he deems necessary.
Duties of Officers
- The Chair of the Board shall preside at all meetings of the Board and of the Executive Committee, 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-Chairs 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 his stead. If no such designation has been made, the Executive Committee shall make the designation.
- 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. He shall be responsible to the Board for the execution of the policies established by the Board; he shall report regularly to the Board on the affairs of the University and on his actions and recommendations with respect thereto; and he 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. He shall appoint, in conformity with established University policies, all members of the faculty; and, subject to the approval of the Board,
he 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. In the absence or disability of the President, the [Vice President and Dean of Academic Affairs] shall act as President unless or until the Board or the Executive Committee otherwise directs.
- Each Vice President shall perform the duties assigned to him by the President. Such assignments may be changed or modified by the President at his discretion.
- The Secretary of the University 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 him 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 Executive Committee and in accordance with principles of prudent management, and shall perform such other duties as may be assigned to him in these by-laws or by the Board, the Chair or the President.
- 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 lecturers; members of the professional library staff; and the Director of the Brush Art Gallery), visiting faculty, and adjunct faculty. 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.
- The Faculty shall establish the mechanisms for its own governance.
- 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, tenured, promoted, disciplined, and terminated.
d. To share in the governance and administration of the University.
- Except on recommendation of the Faculty, no degree, diploma, or honorary degree shall be granted by the University.
Delegates to the Board
- 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 and designate the President of the Alumni Executive Council as said delegate during his or her term of office. 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.
- There shall be three classes of committees: (a) standing committees of the Board, (b) special or ad hoc committees of the Board, and (c) committees of the corporation. Committee members shall serve for a one-year term or thereafter until their successors are appointed, unless the Board directs otherwise or the committee is sooner dissolved. Vacancies shall be filled in the manner provided for the original appointments.
- Standing Committees - The standing committees of the Board shall include the following: Executive Committee, Committee on Trustees, Compensation Committee, Presidential Appraisal Committee, Audit Committee and Investment Committee. The Executive Committee shall be composed in accordance with and have the powers provided in Section 5 of this Article. The standing committees shall serve at the pleasure of the Board and the Board may, from time to time, establish such other committees, or dissolve existing committees, as the Board may deem necessary or advisable. All standing committees shall be composed of at least three members of the Board, in addition to ex-officio members of the committee, and shall have such powers and duties as the Board may prescribe from time to time including the authority to act on behalf of the Board and bind the University with respect to matters delegated to the committee; provided that no standing committee shall have the authority to take any action reserved to the Board by law or by these by-laws. Members of all standing committees shall be designated by resolution adopted by a majority of the entire Entire Board, upon the recommendation of the Chair, from among its membership; provided that only members of a standing committee who are also trustees shall have voting power. Minutes of the meetings of each standing committee shall be kept, and copies thereof shall be distributed after each meeting to all members of the Board.
- Special or Ad Hoc Committees - The Board may establish for particular purposes from time to time such special or ad hoc committees as it may deem necessary or advisable. The members of such committees shall be designated by resolution adopted by a majority of the Entire Board, upon the recommendation of the Chair, from among its membership; provided that only members of special or ad hoc committees who are also trustees shall have voting power.
- Committees of the Corporation - The committees of the corporation shall include the following: Academic Affairs Committee, Budget and Finance Committee, Student Life Committee, Advancement Committee, Promotion and Recruitment Committee, and Property Committee. The committees of the corporation shall serve at the pleasure of the Board and the Board may, from time to time, establish such additional committees of the corporation, or dissolve existing committees, as it may deem necessary or advisable. The Board may prescribe the composition, powers and duties of each; provided that committees of the corporation shall serve as advisory committees and no committee of the corporation shall have the authority to bind the Board. Members of all committees of the corporation shall be designated by resolution adopted by a majority of the Entire Board, upon the recommendation of the Chair; provided that only members of a committee of the corporation who are also trustees shall have voting power.
Unless the Board otherwise directs, each committee of the corporation shall include one faculty and one student representative. Faculty representatives shall be nominated by the faculty, and student representatives shall be nominated by the student body, through the
appropriate organs of each body and in accordance with such procedures as each may adopt. In the event of a failure to nominate a faculty or student representative to any committee of the corporation, the position shall remain unfilled.
- Executive Committee - The Executive Committee shall be composed of the Chair and Vice Chairs of the Board, the President and no fewer than four other members of the Board.
The Executive Committee shall have all the powers of the Board when the Board is not in session, except such powers as are reserved to the Board by law or by these by-laws; provided however, that the Board may modify or annul any acts of the Executive Committee except
insofar as the rights of third parties acting in good faith in reliance thereon shall have intervened.
- The Compensation Committee shall fix the compensation of the President, subject to the Board’s approval, and shall fix, upon recommendation of the President, the compensation of other officers and those designated as senior staff by the President in accordance with the University Executive Compensation Policy as then in effect.
- The Chair and Vice Chairs of the Board shall be members ex officio of all committees. The President shall have ex-officio appointment to all committees except for the Audit Committee and the Presidential Appraisal Committee.
- 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 submitted by postal mail or electronic mail, to a resolution authorizing the action. The resolution and the written consents thereto shall be filed with the records of the proceedings of the committee.
- Any one or more member(s) of any committee may participate and/or vote at a meeting of the committee by electronic means (e.g. by using telephone, videoconferencing or other forms of communication equipment) which are operated to provide the participants with reasonable assurance of confidentiality and which allow all persons participating to hear each other or view the communication at the same time. Participation by such means shall constitute presence in person at the meeting.
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 he has been made a party by reason of his being or having been such trustee or officer to the fullest extent permitted by law.
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.
- All academic degrees in course shall be granted by vote of the Board upon the recommendation of the President 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. If recommendations of candidates cannot conveniently be submitted to a regular or special meeting of the Board, they may be acted upon by mail ballot. Unless specifically authorized by the Board, no honorary degree shall be granted in absentia.
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.
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.
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 by postal mail or electronic mail to all members of the Board not less than seven days before 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.
POLICY ON TRUSTEE EMERITUS
Revised Effective February 23, 2008
St. Lawrence wishes to retain the services of experienced, loyal, effective trustees who wish to continue some activity for the college, at the same time that younger persons join the governing board and engage in the process of assuming responsibilities.
To accomplish this, the Board formalized its prior provision for trustees emeriti and established that classification of Board membership on October 8, 1966. The policy then adopted is now restated in order to clarify certain points.
As trustee emeriti are expected to share in the responsibilities of maintaining the University, their selection should follow a procedure similar to that for any candidate for membership on the Board of Trustees, i.e., consideration by the Committee on Trustees, recommendation to the Executive Committee and vote by the Board.
Active and effective trustees who retire from the Board pursuant to its by-laws or on their own initiative, and have ten years of service, may be considered for emeritus classification. Special circumstances may cause deviation from the age and/or service qualification.
Trustees emeriti are welcome to attend meetings of the Board of Trustees, to serve on Committees of the Corporation as requested and to speak at meetings. In fact, they have all of the rights of an active trustee with the exception of the right to vote.
ST. LAWRENCE UNIVERSITY
Revised October 2020
I. Standing Committees
A. Executive Committee
B. Committee on Trustees
C. Compensation Committee
D. Presidential Appraisal Committee
E. Audit Committee
II. Committees of the Corporation
A. Academic Affairs Committee
B. Student Life Committee
C. University Advancement Committee
D. Budget and Finance Committee
E. Enrollment and Communications Committee
E. Investment Committee
G. University Properties Committee