University Bylaws

 

Section 1. Name: The legal name of this Corporation is THE PRESIDENT AND BOARD OF TRUSTEES OF SANTA CLARA COLLEGE. It also transacts business under the title of Santa Clara University, which is the principal educational institution operated by the Corporation and hereinafter referred to as the University.

Section 2. Principal Office: The principal office of the University shall be located at the site of the University in the City of Santa Clara, California.

Section 3. Purpose: The primary purpose of the University shall be to engage in collegiate education and it may pursue such other purposes as are necessary or useful in furthering its primary purpose.  The University will be publicly identified as a Jesuit, Catholic university. The Board of Trustees (hereafter “Trustees” or the “Board”), as a whole and individually, acknowledge their responsibility to enhance and advance the purposes, identity and mission of Santa Clara University as a Jesuit, Catholic university, and that the University will conduct itself in harmony with its distinctive purposes and mission.

Section 4. Members: The University shall have no members as that term is defined in the California Nonprofit Public Benefit Corporation Law. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board.  All rights which would otherwise vest in the members shall vest in the Board. 

 

To advance its purposes, the University shall have the right to exercise all of the powers permitted by applicable federal, state, and local laws. These Bylaws and other Board approved policies shall take precedence over all other institutional statements, documents, and policies. The Board shall have the authority to carry out all lawful functions that are permitted by these Bylaws or by the Articles of Incorporation. This authority, in consultation with the President, shall include but not be limited to these illustrative functions:

1. Determine and periodically review the University’s mission and purposes.
2. Appoint the President, who shall be the University’s chief executive officer, and set appropriate terms of employment, including compensation.
3. Support the President and regularly assess the President’s performance based on mutually agreed upon goals and other criteria.
4. Review and approve all degree programs, proposed substantive changes in the University’s academic programs, and other major enterprises consistent with the University’s mission, plans, and financial resources. 
5. Approve the annual budget and tuition, regularly monitor the University’s financial condition, and establish policies affecting all institutional assets, including investments and the physical plant.
6. Participate actively in strategies to raise funds, and authorize University officers to accept gifts and bequests subject to Board policy.
7. Authorize any debt financing and approve the securitization of loans.
8. Approve all honorary degrees.
9. Periodically undertake assessments of the Board’s performance.

 

Section 1. Board Size and Membership:

1. The Board shall consist of at least thirty (30) Trustees but no more than fifty (50) Trustees. As used in these Bylaws, the term Trustee shall have the same meaning as the term “director” as it is used in the California Nonprofit Public Benefit Corporation Law. 
2. The University aspires to maintain at all times at least seven (7) Trustees who are Jesuits (“Jesuit Trustees”).  Of the Jesuit Trustees, one (1) shall be the Rector/Superior of the Jesuit Community at Santa Clara University, who shall serve as a Trustee by virtue of holding that office.
3. The University’s aspiration is that approximately twenty-five percent (25%) or more of the elected Trustees will be alumni/ae of the University, one of whom will have received a bachelor's degree from the University not more than five (5) years prior to election as a Trustee (the “Recent Alumnus/a”).
4. A Trustee may not be a current student at the University.
5. The President of the University shall serve as a Trustee by virtue of holding that office.
6. The Board may elect the Chair of the University’s Board of Regents to serve as a Trustee. If so elected, that person shall serve as a Trustee by virtue of holding that office. 

Section 2. Election and Term:

1. The Governance and Nominating Committee will recommend to the Executive Committee candidates for election or re-election to the Board. The Executive Committee will make final recommendations to the Board. The Board shall approve by a majority vote the election or re-election of Trustees.
2. With the exception of Trustees who serve by virtue of their office and the Recent Alumnus/a, Trustees shall ordinarily be elected by the Board at a regular meeting to a term of five (5) years to commence at the end of the meeting in which they are elected and to expire on June 30 of the fifth calendar year following the year of election, unless stated otherwise at the time of election.  They will be eligible for re-election to a second five (5)-year term. After serving two successive five (5)-year terms, a Trustee is eligible for re-election after a one (1) year absence from the Board. Upon the recommendation of the Executive Committee and a majority vote of the Board, the Board may waive the one (1) year required absence and approve the re-election of a Trustee who has served at any time in the role of Chair, Vice Chair, or a Committee Chair in order to support leadership transition or otherwise serve the best interests of the University. Years of service as a Trustee served pursuant to terms commencing prior to June 3, 2016, shall not be included in the two 5-year term limitation provided for herein.
3. The term of the Recent Alumnus/a Trustee shall be three (3) years. The Recent Alumnus/a Trustee is eligible for re-election for a second three (3) year term if that Trustee meets the requirements of Article III, Section 1 as of the date of re-election.
4. The term of a Trustee elected by virtue of that person's office as Chair of the University's Board of Regents shall be no longer than the person’s term as Chair of the Board of Regents.

Section 3. Trustees Emeriti: Upon recommendation of the Executive Committee, after consultation with the Governance and Nominating Committee, a Trustee who has served with distinction for at least two terms may be designated by the Board as a Trustee Emeritus/a. This position will be reserved for individuals with records of distinguished service to the University.

1. Trustees Emeriti may participate in the discussions at regular meetings of the Board as may be permitted by the Chair, but will not be counted as part of a quorum nor have the right to vote on matters presented to the Board.  Trustees Emeriti will be excused from executive sessions of the Board or any Board Committee.
2. Trustees Emeriti, in special circumstances, may be appointed to serve on Board Committees pursuant to Article IV, but do not have the right to vote on any matter coming before those Committees.
3. Guidelines for the nomination, designation, and role of Trustees Emeriti may be established by the Board.
4. Trustees Emeriti are honorary Trustees and shall not be Trustees of the Board within the meaning of the California Nonprofit Public Benefit Corporations Law.

Section 4. Resignation and Removal:

1. Any Trustee may resign at any time by delivering a written resignation to the Chair, the President, or the Secretary. Any resignation shall take effect when it is received or at any later time specified in the resignation. Unless the resignation specifies otherwise, its acceptance shall not be necessary to make it effective.
2. Subject to the provisions of Section 5222 of the California Corporations Code (the “Corporations Code”), any Trustee may be removed from office without cause if such removal is approved by a majority of the Trustees then in office.

Section 5. Fees and Compensation: Trustees shall not receive compensation for their services or reimbursement for their expenses unless such payments are fixed by resolution of the Board. This provision shall not apply to the President, who is an employee of the University and serves by virtue of the position.

Section 6. Standard of Care:

1. General. A Trustee shall perform the duties of a Trustee, including duties as a member of any Committee on which the Trustee may serve, in good faith, in a manner such Trustee believes to be in the best interest of the University and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. In performing the duties of a Trustee, a Trustee shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (1) one or more officers or employees of the University whom the Trustee believes to be reliable and competent as to the matters presented; (2) counsel, independent accountants, or other persons as to matters which the Trustee believes to be within such person’s professional or expert competence; or (3) a Committee upon which the Trustee does not serve, as to matters within its designated authority, provided that the Trustee believes such Committee merits confidence; so long as in any such case, the Trustee acts in good faith after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. Except as provided in Article IX below, a person who performs the duties of a Trustee in accordance with this Section shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a Trustee, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which the University, or assets held by it, are dedicated.
2. Investments. Except with respect to assets held for use or used directly in carrying out the University’s charitable activities, in investing, reinvesting, purchasing or acquiring, exchanging, selling, and managing the University’s investments, the Board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income as well as the probable safety of the University’s capital. No investment violates this Section where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to the University.

Section 7. Inspection Rights: Every Trustee shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the University.

 

Section 1. General: Meetings of the Board may be called by the Chair, the President, a majority vote of the Executive Committee, or twenty percent (20%) of the then-current Trustees.

Section 2. Regular Meetings: There shall be no fewer than three (3) regular meetings of the Board each year.  The location and time of the regular meetings shall be designated by the Chair or the President and specified in a notice of the meeting to the Board. Written notice of the date, time, and place of each regular meeting shall be sent to the Board at least thirty (30) days prior to the meeting.

Section 3. Special Meetings: Special meetings of the Board shall be held upon four days’ notice if delivered by first-class mail, or 48 hours’ notice if delivered personally, through a voice messaging system, or by e-mail. A special meeting for emergency purposes may be called at any time, and the notice of the meeting shall be sent by the most expeditious means by the Chair, the President, the Secretary, or their designee.

Section 4.  Notice of Meetings and Agenda:  The notice need not specify the purpose of any regular or special meeting of the Board.  The agenda for regular meetings shall be prepared by the Chair or by the President and sent by the Secretary or the designated person at least seven (7) calendar days prior to such meeting.  In addition to matters provided in the agenda, the Board may transact other business as may be necessary or appropriate and not in conflict with any other provision of these Bylaws.

Section 5. Waiver of Notice: Notice of a meeting need not be given to a Trustee who provides a waiver of notice or consent to holding the meeting in writing, whether before or after the meeting, or who attends the meeting without protesting, prior to or at its commencement, the lack of notice to that Trustee.  Any Trustee may waive in writing the meeting notice requirements set forth in these Bylaws.

Section 6. Quorum and Adjournment: A majority of the current Trustees shall constitute a quorum for the transaction of business at any meeting. A majority vote of the Trustees at any meeting at which a quorum is present shall be sufficient to authorize any action of the University unless a greater vote is required by any other provision of these Bylaws or by applicable law. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Trustees, if any action taken is approved by at least a majority of the required quorum for that meeting, or a greater number if required by these Bylaws or applicable law.

Section 7. Action without a Meeting: The Board may take any action without a formal meeting if all of the Trustees consent to the action. Consents may be given by mail, electronic mail, facsimile, or in any other mode of written communication. The action by written consent shall have the same effect as a unanimous vote of the Trustees and shall be filed in the minutes of the proceedings of the Board as soon as is practical.

Section 8. Voting: Each Trustee shall have one vote on each matter presented to the Board for action. A Trustee shall not vote by proxy.

Section 9. Procedure: All actions provided for in these Bylaws shall be determined by a vote of a majority of the Trustees present at a meeting at which a quorum exists, unless otherwise required in the Bylaws or by the applicable law.  In the event of a dispute over any procedure to be followed by the Board, the dispute shall be resolved through a vote of a majority of the Trustees present at a meeting at which a quorum exists, unless a greater number is required by these Bylaws or applicable law.

Section 10. Telephone and Electronic Meetings: Trustees may participate in any meeting through use of conference telephone or electronic video screen communication as long as all Trustees participating in the meeting are able to hear one another. Trustees may participate in any meeting through use of other communications equipment, as specified in Section 5211 of the Corporations Code, as long as: (1) each Trustee participating in the meeting can communicate with all of the other Trustees concurrently; and (2) each Trustee is provided with the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the University.

 

Section 1. Committees:

1. The Board may, by resolution adopted by a majority of the Trustees then in office, provided a quorum is present, create one or more Standing, Ad Hoc, or other Committees, each consisting of two or more Trustees, to serve at the pleasure of the Board. Each committee shall have a written statement of purpose and responsibilities that is approved by the Board, through these Bylaws or by Board resolution.
2. The Chair of the Board, following consultation with the President, the Vice Chair, and the Chair of the Governance and Nominating Committee, and pursuant to Article VI, Section 3, shall recommend appointments to the committees, including the appointment of committee chairs and vice chairs, for approval by a majority vote of the Trustees then in office.
3. All voting committee members must be Trustees.  With the exception of the Executive Committee, non-trustees may be approved by the Board to serve on committees in an advisory, non-voting capacity.
4. The Standing Committees shall include an Executive Committee, a Governance and Nominating Committee, an Audit and Risk Oversight Committee, and others as approved by the Board.  Each committee shall have a written statement of purpose and responsibilities. The purpose and responsibilities and the number, classification and terms of members of the committees shall be as prescribed by resolution of the Board or by the Chair if such prescription is delegated to the Chair by the Board.

Section 2. Meetings and Actions of Committees:

1. Meetings and actions of committees of the Board shall be governed by these Bylaws. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records.
2. Meetings of committees of the Board may be called by the Committee Chair, the Board Chair, or the President.  Written notice of the date, time, and location of each meeting shall be provided upon no less than four days’ notice if delivered by first-class mail, or 48 hours’ notice if delivered personally, through a voice messaging system, or by e-mail.  A special meeting for emergency purposes may be called at any time. The notice need not specify the purpose of the meeting.
3. The provisions of Article IV, Sections 5, 6, 7, 8, 9, and 10 shall also apply to meetings of committees of the Board. 

Section 3. Term of Office:

1. Except as provided in this Article V, Section 7 relating to the Executive Committee, the term of office for members of a committee shall be two years. After serving three successive two-year terms, a committee member is eligible for re-election after a one year absence from the committee.  Upon the recommendation of the Board Chair, following the Board Chair’s consultation with the President, the Vice Chair, and the Chair of the Governance and Nominating Committee, the Board may waive the one year required absence and approve the reappointment of a member to the committee for one or more successive terms.
2. Regarding prior years of service on a committee as of June 30, 2024, for purposes of the term limitation described above: (a) service for four years or more shall count as two terms; (b) service of at least two years but less than four years shall count as one term; and (c) service of less than two years will not count as a term.
3. Notwithstanding any of the provisions in this section, the Board may initially appoint a committee member for a term of less than two years in order to stagger the terms of committee membership, in which case the initial term shall be considered one of the three terms of service for purposes of the term limitation.

Section 4. Quorum: Unless otherwise provided in these Bylaws or in the resolution of the Board designating a committee, a majority of the Trustees on the committee shall constitute a quorum and the act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the committee.

Section 5. Rules: Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with policies, procedures, or other rules adopted by the Board.

Section 6. Limitations: No committee of the Board may:

1. Approve any action for which the California Nonprofit Public Benefit Corporation Law also requires the approval of the Trustees or approval of a majority of the Trustees;
2. Elect or remove Trustees;
3. Approve the filling of vacancies on the Board or on any committee;
4. Approve the fixing of compensation of Trustees for serving on the Board or any committee of the Board;
5. Amend or repeal Bylaws or adopt new Bylaws;
6. Amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable;
7. Adopt amendments to the Articles of Incorporation of the University;
8. Appoint committees of the Board or the members thereof;
9. Expend University funds to support a nominee for Trustee after there are more people nominated for Trustee than can be elected;
10. Approve any self-dealing transaction as those transactions are defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law, except as specifically permitted in Section 5233; and
11. Approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of the University.

Section 7. Executive Committee:

1. The Executive Committee shall consist of the Chair, the Vice Chair, the President, and a maximum of eleven (11) other Trustees. In addition, the immediate past Chair of the Board of Trustees shall serve as an ex officio member of the Executive Committee for the year immediately following the conclusion of his or her term as Chair, provided he or she is still a member of the Board of Trustees.  The Trustees serving on the Executive Committee shall include at least one (1) Jesuit Trustee, one of whom shall be the Rector/Superior of the Jesuit Community at Santa Clara University, and the Chairs of at least three (3) Standing Committees of the Board.
2. With the exception of the Chair, the Vice Chair, the President, and the Rector/Superior of the Jesuit Community (all of whom serve on the Executive Committee by virtue of their positions), members of the Executive Committee shall be elected for a term of three (3) years each, which term shall expire on June 30 of the third calendar year following their election.
3. After serving two successive three-year terms, an Executive Committee member is eligible for re-appointment after a one-year absence from the committee.  Upon the recommendation of the Chair, following the Chair’s consultation with the President, the Vice Chair, and the Chair of the Governance and Nominating Committee, the Board may waive the one-year required absence and approve the reappointment of a Trustee to the committee.  For Trustees who have served on the Executive Committee for more than three years as of June 30, 2024, only one term of service will be included in the term limitation provided for under this section. Notwithstanding any of the provisions in this section, the Board may initially appoint an Executive Committee member for a term of less than three years in order to stagger the terms of committee membership, in which case the initial term shall be considered one of the two terms of service for purpose of the term limitation, unless stated otherwise at the time of election. 
4. The purpose of the Executive Committee is to: (1) oversee the priorities and plans to enhance the Jesuit, Catholic character and educational mission of the University and the progress of the strategic plan; (2) act on behalf of the Board to address issues needing attention or emergency issues (as specified by Section 5212 of the Corporations Code) between regular Board meetings; (3) act as the agent of the Board to help the Chair and President address nonessential matters that arise, (4) assist the Chair and the President with their joint responsibility to ensure that the Board functions effectively and efficiently by helping the President and Board Chair identify issues and plan agendas for subsequent Board meetings; (5) oversee the role and responsibilities of the standing committees; (6) serve as a sounding Board for the President; (7) monitor the President’s performance and compensation; (8) at the appropriate time, develop plans for succession of the President; (9) following the receipt of recommendations by the Governance and Nominating Committee, make final recommendations to the Board of candidates to be elected or re-elected to serve on the Board; (10) oversee the succession plans for Trustees; and (11) perform such other responsibilities as needed, consistent with these Bylaws and the California Nonprofit Public Benefit Corporation Law.
5. In accordance with Section 5212 of the Corporations Code, the Executive Committee shall have the authority to act for the Board on all matters except as set forth in Article V, Section 6 above.
6. The Executive Committee shall report to the Board all actions taken by the Executive Committee and shall make such other reports as may be requested by the Board.  The Board shall have the power to rescind any act of the Executive Committee, except that no such rescission shall have retroactive effect with respect to any action that shall have been taken in reliance upon the validity of an act of the Executive Committee.

Section 8. Governance and Nominating Committee: The Governance and Nominating Committee shall have the following responsibilities: (1) it shall ensure that the Board’s membership consists of highly qualified and committed individuals and recommend to the Executive Committee candidates for election or re-election to the Board; (2) it shall ensure that regular programs orienting new Trustees and providing in-service education for Board members are maintained; (3) it shall periodically recommend initiatives by which the Board shall assess its performance; and (4) such other responsibilities as may be delegated to it by the Board, consistent with these Bylaws and the California Nonprofit Public Benefit Corporation Law.

Section 9. Audit and Risk Oversight Committee: The University shall have an Audit and Risk Oversight Committee whose members shall be approved by the Board, subject to the following limitations: (1) a majority of the members of the Audit and Risk Oversight Committee may not consist of members of the Finance Committee, if any; (2) the chair of the Audit and Risk Oversight Committee may not be a member of the Finance Committee, if any; (3) the President, Vice President for Finance and Administration, Chief Financial Officer, Treasurer, or other University staff may not serve as members of the Audit and Risk Oversight Committee but may serve as staff support for the committee; and (4) the Audit and Risk Oversight Committee may not include any person who has a material financial interest in any entity doing business with the University.

The Audit and Risk Oversight Committee shall have the following responsibilities: (1) recommend to the Board the retention and, when appropriate, the termination of an independent certified public accountant to serve as auditor; (2) negotiate the compensation of the auditor on behalf of the Board; (3) confer with the auditor to satisfy the Audit and Risk Oversight Committee members that the financial affairs of the University are in order; (4) review and determine whether to accept the audit; (5) approve performance of any non-audit services provided to the University by the auditor’s firm; (6) oversee the University’s risk management and compliance framework and activities, including the identification, assessment, management, monitoring, and reporting of key risks that might impair the achievement of the University’s mission and strategic priorities; one area of emphasis in particular shall be to oversee the University’s risk mitigation strategies in the area of technology;  (7) review the assignment of specific key risks to other Board committees for oversight, as appropriate; and (8) carry out such other responsibilities as may be delegated to it by the Board, consistent with these Bylaws and the California Nonprofit Public Benefit Corporation Law.

 

Section 1. Officers: The officers of the University shall be the Chair, the President (as described in Article VII), the Vice Chair, the Secretary and the Treasurer. The Board may also elect additional Vice Chairs, Assistant Secretaries and Assistant Treasurers as it may deem appropriate. Officers other than the Chair, the Vice Chair, and the President need not be Trustees. All officers serve at the pleasure of the Board.

Section 2. Election and Term: The officers of the University, except the President and the Chair, shall be elected by the Board each year at or near the conclusion of the University’s fiscal year for a term of one (1) year, which term shall expire on June 30 of the next calendar year. Officers of the University shall be eligible for re-election for each succeeding year. The Board shall elect other officers to replace any officer who may die, resign or be removed before completion of his or her term. An officer of the University shall serve until his or her successor is elected or his or her term on the Board ends, unless such officer dies, resigns or is removed prior to that time.

Section 3. Chair of the Board: The Chair shall be a member of the Board and shall preside at all meetings of the Board and serve as Chair of the Executive Committee. The Chair shall have the right to vote on all questions, recommend appointments to Board committees pursuant to Article V, Section 1 above, and serve as the spokesperson for the Board. The Chair shall be an ex-officio member of all Standing Committees of the Board. The Chair shall exercise the powers and duties prescribed for the Chair in these Bylaws, and shall have such other powers and duties as may be set forth in an appropriate resolution of the Board.

The Chair shall be elected by a majority vote of the Trustees in office at the time of election and shall serve for a term to expire on June 30 of the third calendar year following the year in which elected. The person serving as Chair may be re-elected for a successive additional term of three years or such shorter term as the Board may prescribe by a majority vote of the Board in office at the time of the meeting.

Section 4. The Vice Chair: The Vice Chair shall act in the absence of the Chair or whenever it is determined by a majority of the Trustees that the Chair is unable to perform the duties of the office. When acting in place of the Chair, all the powers and duties of the Chair shall be vested in the Vice Chair.

The Vice Chair shall be elected by a majority vote of the Trustees in office at the time of election and shall serve for a term to expire on June 30 of the calendar year following the year in which elected. The person serving as Vice Chair may be re-elected for one or more successive one-year terms.

Section 5. The Secretary and Assistant Secretaries: The Secretary shall serve as clerk of the Board and the Executive Committee. The Secretary shall attend meetings of the Board and the Executive Committee, record and distribute the minutes of such meetings to the Trustees, and make the records of the University available for inspection by Trustees at all reasonable times. The Secretary shall ensure that the Board is acting in accordance with these Bylaws, that Bylaw amendments are promptly made as necessary, that minutes of Board and Executive Committee meetings are accurate and distributed to all members in a timely manner, that meetings are properly scheduled and members notified, and that Board policy statements and other official Board records are properly maintained. The Secretary shall perform such other and related duties as may be provided in a resolution of the Board or as may be reasonably requested by the Chair or the President.

One or more Assistant Secretaries, as requested by the Chair or the President, shall act in the absence or disability of the Secretary, or may be delegated all or some of the duties of the Secretary from time to time by the Chair or the President with the concurrence of the Secretary, and shall have the same powers and duties as the Secretary while acting in such capacity.

Section 6. The Treasurer and Assistant Treasurers: The Treasurer shall have authority and responsibility for the financial affairs of the University. The Treasurer shall have custody of all the funds, securities, financial records and related documents of the University and shall maintain accurate books of account and records reflecting the properties, assets, investments, and financial transactions of the University. The Treasurer shall provide, or delegate responsibility for providing, to the Board such financial statements and reports as are required by law, these Bylaws, or otherwise by Board policy. The Treasurer shall perform such other related duties as may be provided in a resolution of the Board or as may be reasonably requested by the Chair or the President.

One or more Assistant Treasurers, as requested by the Chair or the President, shall act in the absence or disability of the Treasurer, or may be delegated all or some of the duties of the Treasurer from time to time by the Chair or the President with the concurrence of the Treasurer, and shall have the same powers and duties as the Treasurer while acting in that capacity.

Section 7. Executive Compensation Review: The Executive Committee (or another Committee designated by the Board) shall review any compensation packages (including all benefits) of the President and such other officers as the Board deems appropriate, and shall approve such compensation only after determining that the compensation is just and reasonable. This review and approval shall occur when such officer is hired, when the term of employment of such officer is renewed or extended, and when the compensation of such officer is modified, unless the modification applies to substantially all of the employees of the University.

Section 8. Removal and Resignation: Any officer may resign at any time by giving written notice to the Chair, the President, or the Secretary. Such resignation shall take effect when it is received or at any later time specified in the resignation. Unless the resignation specifies otherwise, its acceptance shall not be necessary to make it effective. Any officer of the University may be removed by a majority vote of the Trustees in office, or as required by applicable law.

Section 9. Vacancies: In the event of a vacancy in an office because of the death, resignation, or removal of an officer, the Chair, following consultation with the Vice Chair and Chair of the Governance and Nominating Committee, shall recommend to the full Board one or more candidate(s) to fill the vacancy. The vacancy shall then be filled by a majority vote of the Trustees at any meeting of the Board at which a quorum is present, except as provided in Article VII. A vacancy in the office of the President shall be governed by Article VII.

 

The President is the Chief Executive Officer and shall be fully familiar with and committed to the purposes, identity, and mission of Santa Clara University as a Jesuit, Catholic university.  The President need not be a member of the Society of Jesus. The President shall have the authority and responsibility to conduct the operations of the University subject to direction and control of the Board. The President is responsible for leading the University, implementing all Board policies and resolutions, keeping the Board informed on appropriate matters, consulting with the Board in a timely manner on matters appropriate to its policy making and fiduciary functions, and serving as the University’s chief spokesperson. The President shall have such other powers and duties as the Board may prescribe by resolution.

The President shall report to the Board at regular intervals on the condition of the University and shall submit to the Board for approval the annual budget, any major change in policies or programs, and the list of candidates for honorary degrees. The President shall inform the Board concerning any other matter which the President considers important to the welfare of the University.

The President shall have the power to appoint and dismiss academic and administrative officers of the University; however, the President must obtain approval of the Executive Committee to institute a new Vice Presidential office.

The President during any extended absence may designate the Provost, one of the Vice Presidents or Chancellor (if that position exists) to act for the President, unless or until the Board elects an Acting President under the provisions set out below.

The President shall be elected by a majority vote of the Trustees in office at the time of election.  Any extension of the original term shall be approved by a majority vote of the Board in office at the time of the meeting.

The President serves at the pleasure of the Board for such term, compensation, and with such other terms of employment, as it shall determine. The President may resign or be removed in accordance with the procedure provided in Section 4 of Article III of these Bylaws and any requirements set forth in the President’s employment agreement with the University.

In the absence of the President, or in the event of the President’s resignation or removal, or at any time when the majority of the Trustees then in office determine that the President is incapacitated to such an extent that the President is physically or mentally incapable of performing adequately the duties of the office, the Chair will promptly call a meeting of the Board regarding the selection of an Acting President.  The Chair, following consultation with the Vice Chair and the Chair of the Governance and Nominating Committee, will make a recommendation of one or more candidate(s) to fill the vacancy. Following receipt of the recommendation, the Board will elect an Acting President by a majority vote of the Trustees in office at the time of election. The Acting President need not be a Trustee or a member of the Society of Jesus, shall serve at the pleasure of the Board, and may exercise all the powers and duties conferred upon the President.

 

Section 1. Loans: Except as permitted by Section 5236 of the Corporations Code, the University shall not make any loan of money or property to, or guarantee the obligation of, any Trustee or officer; provided, however, that the University may advance money to a Trustee or officer of the University for expenses reasonably anticipated to be incurred in performance of the duties of such Trustee or officer so long as such individual would be entitled to be reimbursed for such expenses absent that advance.

Section 2. Self-Dealing Transactions: Except as provided in Section 3 below, the Board shall not approve, or permit the University to engage in, any self-dealing transaction. A self-dealing transaction is a transaction to which the University is a party and in which one or more of its Trustees has a material financial interest, and which does not meet the requirements of  Section 5233(b) of the Corporations Code. A self-dealing transaction shall not include those transactions exempted from the requirements of Section 5233.

Section 3. Approval:

1. Pursuant to the requirements of Corporations Code Section 5233, the University may engage in a self-dealing transaction if the transaction is approved by a court or by the Attorney General. The University may also engage in a self- dealing transaction if the following facts are established: (a) the University entered into the transaction for its own benefit; (b) the transaction was fair and reasonable to the University at the time the University entered into the transaction; and (c) prior to consummating the transaction or any part thereof, the Board authorized or approved the transaction in good faith by a vote of the majority of the Trustees then in office without the vote of any interested Trustee, and with knowledge of the material facts concerning the transaction and the Trustee’s interest in the transaction; and (d) either (1) prior to authorizing or approving the transaction, the Board considered and in good faith determined after reasonable investigation under the circumstances that the University could not have obtained a more advantageous arrangement with reasonable effort under the circumstances or (2) the University in fact could not have obtained a more advantageous arrangement with reasonable effort under the circumstances.
2. The University may also engage in a self-dealing transaction if the following facts are established: (a) a Board Committee authorized the transaction in a manner consistent with the requirements set forth in Section 3.1 above; (b) it was not reasonably practicable to obtain the approval of the Board prior to entering into the transaction; and (c) the Board, after determining in good faith that the University entered into the transaction for its own benefit and the transaction was fair and reasonable as to the University at the time the University entered into the transaction, ratifies the transaction at its next meeting by a majority of the Trustees then in office without the vote of any interested Trustee.

 

Section 1. Right of Indemnity: To the fullest extent allowed by Section 5238 of the Corporations Code and to the extent required by California Labor Code Section 2802 (for employees), the University shall indemnify its agents, in connection with any proceeding, and in accordance with Section 5238. For purposes of this Article, “agent” shall have the same meaning as in Section 5238(a), including trustees, directors, officers, employees, other agents, and persons formerly occupying such positions; “proceeding” shall have the same meaning as in Section 5238(a), including any threatened action or investigation under Section 5233 or brought by the Attorney General; and “expenses” shall have the same meaning as in Section 5238(a), including reasonable attorneys’ fees.

Section 2. Approval of Indemnity: On written request to the Board in each specific case by any agent seeking indemnification under Section 5238 of the Corporations Code, to the extent that the agent has been successful on the merits, the Board shall promptly authorize indemnification in accordance with Section 5238(d). Otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of Trustees who are not parties to the proceeding, whether, in the specific case, the agent has met the applicable standard of conduct stated in Section 5238(b) or Section 5238(c), and, if so, shall authorize indemnification to the extent permitted thereby.

Section 3. Advancing Expenses: Pursuant to Section 5238 of the Corporations Code, the Board shall authorize the advancement of expenses incurred by or on behalf of an agent of the University in defending any proceeding prior to final disposition, if the Board finds that: (1) the requested advances are reasonable in amount under the circumstances; and (2) before any advance is made, the agent will submit a written undertaking satisfactory to the Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under the applicable statute.

Section 4. Contractual or Other Rights: Nothing contained in this Article IX shall affect any right to indemnification to which Trustees, officers, or other persons may be entitled by contract or otherwise, including any right to indemnification by employees under California Labor Code Section 2802.

Section 5. Insurance: The University shall have the power to purchase and maintain insurance on behalf of any agent of the University against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the University would have the power to indemnify the agent against that liability under the provisions of this Article IX; provided, however, that the University shall not have the power to purchase and maintain such insurance to indemnify any agent of the Corporation for a violation of Section 5233 of the California Corporations Code. The University shall make all reasonable efforts in good faith to obtain available liability insurance for volunteer directors or officers within the meaning of Section 5239.

Section 6. Fiduciaries of Corporate Employee Benefit Plan: This Article IX does not apply to any proceeding against any Trustee, investment manager, or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may also be an agent of the University as defined in Section 1 of this Article IX. Nothing contained in this Article IX shall limit any right to indemnification to which such a Trustee, investment manager, or other fiduciary may be entitled by contract or otherwise (including but not limited to Section 5140(f) of the Corporations Code), which shall be enforceable to the extent permitted by applicable law.

 

Trustees are expected to maintain the highest ethical standards whenever the interests of the University are involved. To that end, Trustees must not allow conflicts of interest to interfere with the exercise of their fiduciary duties to the University. The Board shall adopt and maintain a Conflict of Interest Policy for Trustees that will supplement, but not replace, any applicable federal or state laws governing conflicts of interest applicable to California nonprofit public benefit corporations.

 

These Bylaws may be amended or repealed and new Bylaws may be adopted at any meeting of the Board by an affirmative vote of  three-quarters (3/4) of the Board.

 

The seal of the University shall, subject to change by the Board, consist of a flat surfaced circular die in the form shown below.