*By-laws revised on October 25, 2024
1.1 LEGAL NAME. The legal name by which the corporation shall be known is Bentley University (the “University”).
1.2 SUPREMACY. These Bylaws and other Board policy statements shall take precedence over all other institutional documents.
2.1 DUTIES. The Board of Trustees (the “Board”) is the governing board and final institutional authority of the University. “Trustees” and “Members of the Board” shall be used interchangeably.
2.2 POWERS. The Board is authorized to carry out all functions permitted by law and these Bylaws, including but not limited to:
(a) Reviewing and approving the University’s mission, purposes, organizational structure and strategic plan;
(b) Appointing the President, who shall be the university’s chief executive officer, and setting appropriate terms of employment, including compensation;
(c) Supporting the President and assessing the President’s performance;
(d) Electing the officers of the University and approving the terms of their employment and compensation, as recommended by the President.
(e) Approving the terms of employment and compensation of other employees who hold positions of significant management responsibility or are otherwise considered key employees and who serve at the pleasure of the President;
(f) Approving institutional policies and decisions bearing on faculty appointment, promotion, tenure, discipline, and dismissal;
(g) Reviewing and approving new academic programs and major changes in existing programs, academic organization, and structure;
(h) Approving all earned and honorary degrees;
(i) Approving the University’s annual operating budget, capital budget, and tuition and fees;
(j) Monitoring the University’s financial condition and establishing policies affecting institutional assets;
(k) Authorizing any debt financing and approving the securitization of loans and lines of credit;
(l) Authorizing the construction of new buildings;
(m) Authorizing the purchase and sale of land and buildings, and of capital equipment with a cost in excess of $1.0 million;
(n) Contributing financially to the University’s fundraising goals and participating actively in strategies to secure sources of financial support;
(o) Electing Board members and officers of the Board; and
(p) Periodically reviewing these Bylaws and undertaking or authorizing assessments of the Board’s performance.
2.3 DELEGATION OF POWERS The Board, while maintaining general strategic oversight of the University entrusts the operationalization of the strategies and operation of the University to the President. The policies established or approved by the Board shall be administered by the President directly, or by delegation to others. In discharge of its responsibilities, the Board may make such formal and informal delegation of functions, responsibilities and authorities as it considers appropriate to the President and, through the President, to administrative officers and members of the faculty.
2.4 NUMBER OF TRUSTEES. The Board shall consist of no more than thirty-five Trustees. Not less than one-half of the Board’s Trustees shall be alumni of the University.
2.5 ELECTION OF TRUSTEES. Members of the Board shall be elected and vacancies on the Board shall be filled from time to time by the Board from candidates put forward by the Trustee Affairs and Governance Committee. Trustees will be provided with biographical information for each prospective trustee candidate before the meeting at which the election is scheduled. Trustees may be elected at any regular or special meetings of the Board. Trustees shall be elected by a majority vote of current Members of the Board present and voting at a meeting at which a quorum is present.
2.6 TERMS. A Trustee shall be elected to an initial term of three (3) years and shall serve until the end of the fiscal year in which the Trustee’s term shall expire. For purposes of determining terms to coincide with the fiscal year, the first year of the first term shall begin on the date of election to the Board and end on the first June 30th that is at least twelve (12) months from the date of election. The Board may, at its discretion, elect a Trustee to additional terms of three (3) years each. The re-election of a Trustee for an additional term shall not be a formality. The Trustee Affairs and Governance Committee shall first evaluate each Trustee eligible for re-election to the Board before nominating such Trustee for an additional term, subject to re-election by the Board. Trustees elected during or after fiscal year 2019 may serve a maximum of four (4) consecutive three-year terms. Trustees elected before fiscal year 2019 may serve a maximum of five (5) consecutive three-year terms. A4Trustee who has served for the maximum number of years allowed by these Bylaws may be eligible for re-election after a hiatus of not less than one year. The President of the University during such President’s term of office shall serve ex officio with voting rights.
2.7 RESIGNATION. A Trustee may resign from the Board at any time by providing written notice to the Board Chair. The resignation will be effective upon receipt by the Board Chair.
2.8 REMOVAL. A Trustee may be removed for or without cause, upon a motion from the Trustee Affairs and Governance Committee, at any time by the affirmative vote of a majority of the remaining Members of the Board. A Trustee facing a motion for removal will have the opportunity to submit a statement to the Board before a vote is taken.
2.9 OFFICERS OF THE BOARD OF TRUSTEES; The Officers of the Board of Trustees shall be a Board Chair, a Board Vice Chair, and a Secretary. They shall be elected by a majority vote of the entire Board at the annual meeting or at any other meeting of the Board. The President of Bentley University shall not be an officer of the Board of Trustees. The tenure of such officers shall be for a period of one year or until their successors are duly elected, whichever is later. The Board Chair shall preside over all meetings at which the Board Chair is present. In the absence of the Board Chair, the Board Vice Chair shall preside. In the absence of both the Board Chair and Board Vice Chair, a Chair Pro Tem shall be designated by a majority of the Trustees present. The Secretary need not be a Trustee.
2.10 TRUSTEE EMERITI. Any Trustee may be elected by the Board as a Trustee Emeritus/Emerita, subject to the following conditions: (a) not more than six years have lapsed since the expiration of the Trustee’s term or resignation; (b) the Trustee must have served as a Trustee for at least nine (9) consecutive years; and (c) the Trustee must be nominated by the Trustee Affairs and Governance Committee. The Trustee Affairs and Governance Committee shall nominate those Trustees who, in the Committee’s opinion, provided leadership and service to the University above and beyond that normally expected of a Trustee. Trustees Emeriti shall be invited to attend the annual meeting without voting rights, and other special occasions of the University. Trustees Emeriti shall serve at the pleasure of the Board of Trustees and may be removed for any reason by an affirmative vote of two-thirds of the Members of the Board at a Board meeting at which a quorum is present.
3.1 ANNUAL AND REGULAR MEETINGS. The annual meeting of the Board of Trustees shall be held in May of each year, or on such other date as shall be determined by the Board Chair. Other regular meetings shall be held with such frequency, at such times and places, as may be determined from time to time by the Board. Any business may be transacted at the annual meeting or any other regular meeting of the Board. The annual meeting shall include the election and re-election of members and officers of the Board and the election of the officers of the University. If for any reason the annual meeting is not held as herein provided, a special meeting may be held in its stead.
3.2 SPECIAL MEETINGS. Special meetings of the Board may be called at any time by the Board Chair upon the Board Chair’s own initiative and shall be called by the Board Chair upon written request from a majority of the Executive Committee, or of a majority of the entire Board. Additionally, the Secretary shall call a special meeting of the Board upon written application by Members of the Board representing at least ten percent of the quorum required for a vote. Such written request shall state the purpose or purposes of the special meeting. Business transacted at the special meeting shall be limited to the purpose or purposes stated in the notice of the meeting. However, if two-thirds of the entire Board are present at the meeting, other matters may be taken up by unanimous consent of those attending.
3.3 NOTICE OF MEETINGS. Written notice of regular and special meetings of the Board shall be mailed, emailed, or otherwise delivered to each Trustee by the Secretary of the Board as soon as practicable and generally at least ten (10) days before such meeting. Every such notice shall state the place, date, and hours at which the meeting is to be held. Notice of any special meeting shall state the purpose or purposes of the meeting.
3.4 QUORUM. The personal presence of a majority of the Members of the Board shall constitute a quorum for the transaction of business at all meetings of the Board. There shall be no presence or voting by proxy. If less than a quorum shall be in attendance at the time for which a meeting has been called, the meeting may be adjourned by a majority vote of the Trustees present, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. No action other than adjournment may be taken at a meeting where no quorum is present.
3.5 ACTION BY WRITTEN CONSENT. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all the Trustees consent to the action in writing and the written consents are filed with the records of the meetings of the Board. Such consents shall be treated for all purposes as a vote at a meeting.
3.6 REMOTE MEETINGS. While the expectation is that Members of the Board attend in- person meetings in person, members of the Board may participate in a meeting of the Board by means of a conference telephone or other equipment by which all members participating in such meeting can hear each other at the same time and participation by such means shall constitute presence in person at the meeting.
3.7 REIMBURSEMENT OF EXPENSES. The Members of the Board are expected to pay for their routine board-related expenses such as travel to and from board meetings. However, with prior approval by the Board Chair, any Member of the Board may seek reimbursement, consistent with the University’s travel policy, by the University for reasonable travel and other expenses incurred at the request of the University in connection with the performance of their duties as Trustees.
4.1 MEMBERS. The Executive Committee of the Board shall be composed of the following ten (10) members: the Board Chair, the Board Vice Chair, the President, the Academic Affairs Committee Chair, the Administration and Finance Committee Chair, the Audit Committee Chair, the Diversity, Equity, and Inclusion Committee Chair, and three (3) at-large members designated by the Chair. The at-large members of the Executive Committee shall be elected to one-year terms at each annual meeting of the Board. The Board may at any meeting remove one or more members of the Executive Committee and appoint another Trustee in place of any member so removed.
4.2 POWERS AND DUTIES. Subject to such limitations and regulations as may be prescribed by law or these Bylaws or by the Board, the Executive Committee shall have and may exercise all the powers vested in the Board during the intervals between meetings of the Board, except the power to change the principal office of the University; to amend or repeal the Bylaws; to elect or remove officers of the Board; to fill vacancies or remove Members of the Board. Without limiting the generality of the foregoing, the Executive Committee, subject to the direction and control of the Board, shall have the power to determine educational and administrative policies and to call for and pass upon interim reports by officers and employees of the University and shall be responsible for the oversight governance of the University.
4.3 VACANCIES. If a vacancy occurs in any at-large seats on the Executive Committee, the Chair may appoint a Trustee to fill such vacancy. Any Trustee so appointed to fill such vacancy shall hold office as an at-large member of the Executive Committee only until the next annual meeting of the Board or special meeting held in its stead.
4.4 MEETINGS. Meetings of the Executive Committee shall be held from time to time upon the call of (i) the Board Chair or (ii) at the request of any three members of the Executive Committee. The Secretary shall give notice of all meetings of the Executive Committee, stating the time and place of the meeting, to each member of the Executive Committee by telephone call, or any other electronic means as soon as practicable and generally at least 24 hours before the time of the meeting.
4.5 QUORUM. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business, but fewer than a quorum may adjourn or dissolve a meeting which has been called. No action other than adjournment may be taken at a meeting where no quorum is present.
4.6 REMOTE MEETINGS. While the expectation is that Members of the Board attend in-person meetings in person, members of the Executive Committee may participate in a meeting of the Executive Committee by means of a conference telephone or other equipment by which all members participating in such meeting can hear each other at the same time and participation by such means shall constitute presence in person at the meeting.
5.1 STANDING COMMITTEES.
The following shall be the standing committees of the Board:
5.1.1 ACADEMIC AFFAIRS COMMITTEE. The purpose of the Academic Affairs Committee is to consider and advise the Board on current matters and future planning related to academic programs and policies, faculty appointments requiring action of the Board, the granting of faculty tenure and promotion, professor emeritus appointments, sabbatical approvals, and relations with other educational institutions. Committee members shall seek the commitment of faculty and administrators in ensuring that academic priorities are unambiguously stated, appropriately funded, and consistent with the overall educational mission of the University. The Committee shall also serve as the liaison with the faculty with respect to academic affairs.
5.1.2 ADMINISTRATION AND FINANCE COMMITTEE. The purpose of the Administration and Finance Committee is to ensure that the University is operating in a fiscally stable manner, balancing the long-term and short-term economic health of the University. The Committee oversees that financial planning for the University is supportive of and fully integrated with the long-range plans and mission of the University. The Committee provides oversight of fiscal management and strategic guidance to those responsible for the University’s day-to-day operations.
5.1.3 AUDIT COMMITTEE. The purpose of the Audit Committee is to: (a) provide oversight of the University’s financial practices, internal controls, financial management, compliance with laws and regulations, and its Business Ethics and Conflict of Interest Policies; (b) ensure the integrity of the University’s financial statements; (c) interact directly with and evaluate the performance of the University’s internal and independent auditors, including to determine whether to engage or dismiss the independent auditors and to monitor the independent auditors’ qualifications and independence; and (d) promote and oversee development of broad risk management practices. The Audit Committee may form and maintain a subcommittee focused on information technology and cyber security.
5.1.4 COMPENSATION AND BENEFITS COMMITTEE. The purpose of the Compensation and Benefits Committee is to: (a) ensure, under the direction of the President, that the University’s compensation strategy sets forth a clear direction for the attraction, retention, and development of leadership, faculty, and staff and appropriately rewards such employees for their contributions to the University; (b) provide perspectives on performance management, employee engagement and strategic workforce planning practices; (c) establish the President’s goals and objectives and evaluate the President’s performance relative to the goals; (d) review annually the compensation of the President; and (e) review and approve the compensation of officers and other employees who hold positions of significant management responsibility or are otherwise considered key employees as recommended by the President. The Committee shall also review institution-wide employee retirement, pension, health, and other benefit plans; be advised of and monitor the options available to employees in retirement and pension plans; and be assured that employees receive adequate education and advice regarding the options offered them.
5.1.5 DIVERSITY, EQUITY, AND INCLUSION COMMITTEE. The purpose of the Diversity, Equity, and Inclusion Committee is to ensure continuing Board and institutional progress towards: (a) the diversity, equity, and inclusion objectives of the University’s strategic plan; (b) the integration of diversity, equity, and inclusion values in Board decision-making; and (c) the creation of a more diverse, equitable, and inclusive campus culture and climate for students, staff, and faculty.
5.1.6 ENROLLMENT MANAGEMENT COMMITTEE. The purpose of the Enrollment Management Committee is to review, consider, and monitor the strategy and long-term planning for student recruitment, admission, tuition rates, and financial aid utilization to ensure that they are aligned with the mission, purposes, and long-range plans for the University.
5.1.7 INVESTMENT COMMITTEE. The purpose of the Investment Committee is to, subject to the general direction and control of the Board, maintain prudent and effective investment of the endowment and formulate and oversee the investment policies and management of the endowment.
5.1.8 STUDENT AFFAIRS COMMITTEE. The purpose of the Student Affairs Committee is to provide policy guidance and risk oversight to promote a safe and intellectually stimulating learning and living environment that encourages academic success, personal development, and student satisfaction. The Committee shall also serve as the liaison with student government.
5.1.9 TRUSTEE AFFAIRS AND GOVERNANCE COMMITTEE. The purpose of the Trustee Affairs and Governance Committee is to attract, nominate, orient, organize, motivate, and assess the performance of a highly qualified group of Trustees and to ensure the continuing ability of the Board to exercise its responsibilities at the highest level of excellence; to recommend to the Board the candidates for honorary degrees; and present to the Board of Trustees nominations for the officers, standing committee and subcommittee chairs to be elected at the annual meeting of the Trustees.
5.1.10 UNIVERSITY ADVANCEMENT COMMITTEE. The purpose of the University Advancement Committee is to ensure that the University has effective development and alumni relations and marketing and communications programs in place to maximize the philanthropic support for the University and its proper recognition publicly.
5.2 ELECTION OF COMMITTEE CHAIRS. The Chair of each standing committee and subcommittee shall be nominated by the current Board Chair and voted upon by the Board at each annual meeting. If a vacancy occurs in the role of a standing committee or subcommittee Chair, the Board Chair may appoint a Trustee to fill such vacancy until the next annual meeting.
5.3 COMMITTEE MEMBERSHIP.
5.3.1 The Board Chair, in consultation with the Board Vice Chair, and the Chair of the Trustee Affairs and Governance Committee, shall appoint all members of standing committees and sub-committees.
5.3.2 Trustees may attend meetings of any standing committee or sub-committee, other than the Compensation and Benefits Committee and the Trustee Affairs and Governance Committee, which shall be limited to committee members only.
5.3.3 Any standing committee shall have no fewer than five (5) Trustee members and any subcommittee shall have no fewer than three (3) Trustee members.
5.3.4 Only Trustees shall be eligible for appointment as members of any Board Committee, except that the Board may appoint non-trustee advisory members to the Investment Committee with full voting privileges.
5.3.5. Standing committees and subcommittees other than the Audit Committee, Administration and Finance Committee, Compensation and Benefits Committee and the Trustee Affairs and Governance Committee, may at the discretion of the Board, include faculty, students, alumni, and other persons who are not Trustees as non-voting participants.
5.3.6 The President of the University shall be a voting ex officio member of each standing committee except for the Audit Committee where the President will serve as a non-voting ex officio member.
5.3.7 The Board Chair and Board Vice Chair shall be voting ex officio members of each standing committee.
5.4 POWERS AND DUTIES. The standing committees of the Board shall have the powers and duties set forth in these Bylaws and such other powers and duties as the Board may delegate to them. Each standing committee shall establish and maintain a committee charter setting out the standing committee’s responsibilities, which committee charter requires approval by the Board. Each standing committee shall review its committee charter annually and recommend any changes to the Board for approval. The standing committees shall exercise their powers and perform their duties subject to the direction and approval of the Board. They may make recommendations to the Board for the establishment of new policies or any changes in existing policies, but without decision-making authority except pursuant to explicit authority in these Bylaws, the approved committee charter, or specific delegation by the Board or the Executive Committee. Additionally, the standing committees shall have such other powers and duties as may be delegated to them by the Board or the Executive Committee. Each standing committee shall meet at such times and places and upon such notice as it may determine.
5.5 SUBCOMMITTEES OF STANDING COMMITTEES. The Board shall establish or dissolve such subcommittees as it deems appropriate. Any such subcommittee shall have no fewer than three (3) Trustee members. The Board Chair shall appoint the chair and members of each subcommittee. Each subcommittee will be assigned to an appropriate standing committee.
5.6 AD HOC COMMITTEES. Ad hoc committees shall be established and appointed at the discretion of the Board Chair.
5.7 MEETINGS. Meetings of the standing committees, subcommittees, and ad hoc committees shall be held from time to time upon the call of (i) the Board Chair, (ii) the committee, subcommittee, or ad hoc chair, or (iii) at the request of a majority of members of the committee, subcommittee, or ad hoc committee. The Secretary shall give notice of all meetings of the committees, subcommittees, and ad hoc committees, stating the time and place of the meeting, to each member of the committee, subcommittee, or ad hoc committee, by telephone call, or any other electronic means as soon as practicable and generally at least 24 hours before the time of the meeting. Written minutes are necessary and desirable and should be maintained by the Secretary.
5.8 QUORUM. A majority of the voting members of a committee, subcommittee, or ad hoc committee shall constitute a quorum for the transaction of business, but fewer than a quorum may adjourn or dissolve a meeting which has been called. No action other than adjournment may be taken at a meeting where no quorum is present.
5.9 REMOTE MEETINGS. Members of committees, subcommittees, or ad hoc committees may participate in meetings of those committees, subcommittees, or ad hoc committees by means of a conference telephone or other equipment by which all persons participating in such meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
6.1 OFFICERS. The Officers of the University shall be the President, the Provost, the Chief Financial Officer, the Treasurer, the Secretary, and other officers, including each Vice President of the University, as the Board may from time to time elect or appoint, all of whom shall be elected at the annual meeting of the Trustees and shall hold office for one year or until their successors shall be duly elected and qualified and each of whom shall serve at the will of the Board. The same person may simultaneously occupy more than one office, but no officer shall execute, acknowledge, or verify an instrument in more than one capacity if such instrument is required by law to be executed, acknowledged, or verified by two or more officers.
6.1.1 VACANCIES. Any vacancy in any such office may be filled by the Board upon the recommendation of the President, and the person so elected to fill the vacancy shall hold office until the next annual meeting or until a successor shall be duly elected and qualified.
6.1.2 NEW POSITIONS. In the intervals between meetings of the Board, the Executive Committee may, upon the recommendation of the President, create and fill any officer of the University position. The person so elected shall hold office until the next annual 11meeting or until a successor shall be duly elected and qualified and serve at the will of the Board.
6.1.3 REMOVAL. Any officer of the University may be removed for or without cause at any time by a majority vote of the Board or by the President.
6.1.4 BONDING. The Board or the Executive Committee may require from any one or more of the officers or agents of the University bond for the faithful performance of duties in such amount as the Board or the Executive Committee may determine. The premiums for all such bonds shall be paid by the University.
6.1.5 SIGNATORY AUTHORITY. The President shall have power to sign in the name and on behalf of the University all duly authorized contracts, deeds, and other instruments, including acceptances of gifts, bequests, and devises to the University. Any such instrument may also be signed in the name and on behalf of the University by the Board Chair, by any other person designated for that purpose by the Board or the Executive Committee, or by any University employee who has delegated authority from the President or pursuant to University policy that has been approved by the President or the Board.
6.1.6 COMPENSATION. The Board shall determine the compensation of the President of the University. The President shall recommend the compensation, subject to approval by the Board, of the officers and other employees who hold positions of significant management responsibility or are otherwise considered key employees of the University.
6.2 THE PRESIDENT.
6.2.1 The President is the chief executive officer of the University responsible for all the University’s affairs. The President is an ex officio Trustee, a member of the faculty, and an ex officio member of all committees of the Board. The President has full authority to:
a. Operate the University, including all of its academic, administrative and financial affairs;
b. Set institutional policies;
c. Consult with the faculty and other key stakeholders on important institutional concerns;
d. Maintain and grow the University’s resources;
e. Prepare and submit for the Board’s approval proposed operating and capital budgets for the ensuing fiscal year(s);
f. Establish an organizational structure that will best enable the President to discharge the duties of the office effectively;
g. Lead the process of establishing the University’s strategic priorities, recognizing that such a process should facilitate a shared effort between the Board, the administration, the faculty, students, and the University community; and12h. Appoint employees to carry out responsibilities for institutional activity and remove them when necessary.
6.2.2 During the absence or incapacity of the President, the Vice President designated by the Executive Committee in writing shall perform the duties and exercise the powers of the President, unless and to the extent that the Board shall have specifically designated another person to perform such duties and exercise such powers.
6.3 THE PROVOST. Subject to the control and supervision of the President, the Provost is the University’s chief academic officer. The Provost shall take the initiative in proposing plans and actions in academic matters, in reviewing and implementing educational programs and policies, and in meeting and consulting with Academic Deans, Academic Department Heads and members of the faculty. The Provost appoints, supervises and evaluates the Academic Deans; creates, reviews and approves academic policies that do not require Board approval; and recommends faculty candidates for tenure and promotion to the President and the Board.
6.4 THE CHIEF FINANCIAL OFFICER. Subject to the control and supervision of the President, the Chief Financial Officer shall oversee the University’s financial affairs, books of account, accounting records and procedures, funds, securities, and valuable papers, and shall keep full and accurate records thereof. In performing these duties, the Chief Financial Officer shall work closely with the President and the Administration and Finance Committee.
6.5 THE TREASURER.
6.5.1 Subject to the control and supervision of the President, the Treasurer may but need not be the Chief Financial Officer of the University. In the absence of a Chief Financial Officer and Chief Executive Officer, the Treasurer, in addition to the responsibilities in Section 6.5, shall be responsible for the custody of the funds of the University and shall have available such records with respect to the assets of said funds as shall permit prompt and efficient management thereof. The Treasurer shall have the responsibility for the investment of all available uninvested cash and all other non-investment assets of the University and shall make available as required the funds called for in the budget. The Treasurer shall purchase, manage, sell, or otherwise dispose of bonds, stocks, notes, real estate, and other evidence of property comprising non-investment assets. The Treasurer shall have the authority to request that the Secretary imprint the corporate seal on all authorized documents requiring such seal.
6.5.2 The Treasurer shall have the authority, with approval of the Board, to borrow for and on behalf of the University and to sign in the name and on behalf of the University agreements, notes, and other instruments in connection therewith.
6.5.3 Assistant Treasurers, if any, shall perform such duties as the President or the Treasurer shall direct, and, in the absence, or disability of the Treasurer one of the Assistant Treasurers, if any, may, by direction of the President, discharge any of the duties of the Treasurer.
6.6 THE SECRETARY.
6.6.1 The Secretary shall serve as the clerk of the corporation, be sworn to the faithful and impartial discharge of the duties of Secretary and shall record in books kept for the purpose all votes and proceedings of the Board, the Executive Committee and the standing committees and subcommittees. The Secretary shall give notice of meetings of the Board, the Executive Committee, and the standing committees and subcommittees; the Secretary shall keep and file all documents belonging to the University committed to the Secretary’s custody. The Secretary shall have custody of the corporate seal and with it shall imprint documents requiring a seal and attest them when necessary and shall perform such other duties as shall from time to time be directed by the President, the Board, or the Executive Committee.
6.6.2 The Secretary shall be a resident of the Commonwealth of Massachusetts unless a resident agent shall have been appointed pursuant to Massachusetts law.
6.6.3 Assistant Secretaries, if any, shall perform such duties as the President or the Secretary shall direct and, in the absence, or disability of the Secretary one of the Assistant Secretaries, if any, may, by direction of the President, discharge any of the duties of the Secretary.
6.7 VICE PRESIDENTS. Each of the Vice Presidents shall be officers of the University, shall be elected by the Board at the annual meeting, and shall have such titles, powers and duties as the Board, or the Executive Committee, on the recommendation of the President, shall from time to time determine.
6.8 OTHER ADMINISTRATORS. The President may appoint such other administrators of the University as the President deems to be needed to carry out the work of the University. Each such other administrator shall serve at the will of the President.
7.1 REQUIREMENTS. All degrees shall be conferred by vote of the Board. The ordinary degrees shall be conferred on the recommendation of the Academic Affairs Committee. All degrees conferred by the University shall be announced at Commencement.
7.2 DEGREE PROGRAMS. The Board shall have the authority to approve the establishment of degree programs consistent with the University’s charter in the Commonwealth of Massachusetts.
7.3 HONORARY DEGREES. Honorary degrees may be conferred by a majority vote of the Board upon such persons as may be recommended by the President or the Trustee Affairs and Governance Committee, or by unanimous vote of the Board upon persons nominated by any Trustee.
8.1 The President shall supervise and direct the management of the University and shall have general oversight of all courses of study in the University.
8.2 The Provost shall be the chief academic officer responsible for the academic administration of the University and shall report to the President.
8.3 Academic Deans shall be appointed by the Provost, subject to the approval of the President. The Dean(s) shall, under the general direction of the Provost, have oversight of the work of the departments within the school or college of which the Dean is appointed. The Dean is expected to do all in their power to promote the general interests of the University as a whole.
8.4 The faculty shall consist of such persons as shall be designated in the Faculty Handbook as approved by the Board.
9.1 TRUSTEES AND OFFICERS.
9.1.1 The University shall indemnify to the maximum extent legally permissible, but not to the extent that the status of the University as an organization exempt under Section 501(c)(3) of the Internal Revenue Code will be affected thereby, any Trustee or Officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether external or internal to the University, by reason of the fact that the Trustee or Officer is or was a Trustee or Officer of the University or is or was serving at the request of the University as a trustee, director, officer, employee or other agent for another organization or in a capacity with respect to any employee benefit plan, against expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Trustee or Officer in connection with such suit, action or proceeding except with respect to any matter as to which the Trustee or Officer shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that the action of the Trustee or Officer was in the best interests of the University or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in the reasonable belief that the action of the Trustee or Officer was in the best interests of the University or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.
9.1.2 As to any matter disposed of by a compromise payment by such Trustee or Officer, pursuant to a consent decree or otherwise, no indemnification under this Section 9.1 15(unless required by law or ordered by a court) shall be made by the University unless authorized in the specific case (i) by the Board by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, then by a majority vote of an ad hoc committee of the Trustees consisting of all of the disinterested Trustees or (iii) if there are not two or more disinterested Trustees in office, then by a majority of the Trustees then in office provided they have obtained a written finding by special independent legal counsel appointed by a majority of the Trustees to the effect that, based upon a reasonable investigation of the facts as described in such opinion, the person to be indemnified appears to have acted in good faith in the reasonable belief that the action of the Trustee or Officer was in the best interests of the University or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.
9.1.3 Notwithstanding anything in this Section 9.1 to the contrary, no indemnification shall be provided for any person with respect to any matter as to which the Trustee or Officer shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that the action of the Trustee or Officer was in the best interests of the University or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.
9.1.4 Expenses incurred by a Trustee or Officer in defending a civil or criminal action, suit or proceeding shall be paid by the University in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Trustee or Officer to repay such amount if it shall ultimately be determined that the Trustee or Officer is not entitled to be indemnified by the University as authorized in this Section 9.1. Such undertaking shall be accepted by the University without reference to the financial ability of the person giving the undertaking to make repayment. Any advance under this subsection (d) shall be made promptly, and in any event within ninety (90) days, upon the written request of the Trustee or Officer seeking the advance.
9.1.5 The indemnification and advancement of expenses provided by, or granted to, the other subsections of this Section 9.1 shall not be deemed exclusive of or affect any other rights to which any Trustee or Officer may be entitled by contract or otherwise under law. Each Trustee or Officer who is or becomes a Trustee or Officer shall be deemed to have served or have continued to serve in such capacity and in such other capacity at the request of the University as described in subsection (a) in reliance upon the indemnity provided for in this Section 9.1. All rights to indemnification under this Section 9.1 shall be deemed to be provided by a contract between the University and the Trustee or Officer who serves as Trustee or Officer of the University. Any repeal or modification of this Section 9.1 shall not affect any rights or obligations existing at the time the Trustee or Officer began in such role.
9.1.6 To the extent that a Trustee or Officer of the University has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a), or in defense of any claim, issue, or matter therein, the Trustee or Officer shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by the Trustee or Officer in connection therewith.
9.1.7 The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 9.1 shall continue as to a Trustee or Officer who has ceased to be a Trustee or Officer and shall inure to the benefit of the heirs, executors and administrators of such Trustee or Officer for any claims that arose while such Trustee or Officer was serving in the capacity of Trustee or Officer.
9.1.8 If any term or provision of this Section 9.1 or the application thereof to any person, property or circumstance shall to any extent be invalid or unenforceable, the remainder of this Section 9.1 or the application of such term or provision to the persons, property or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each term and provision of this Section 9.1 shall be valid and enforced to the fullest extent permitted by law.
9.2 FACULTY MEMBERS AND OTHER EMPLOYEES. Individuals who are members of the faculty and other employees and agents of the University who are not Trustees or Officers may be indemnified by the University upon authorization by the Board or pursuant to an indemnification policy approved by the Board.
10.1 In keeping with the University's high ethical standards and recognizing their role as fiduciaries of the University, Trustees shall exercise care to ensure that no detriment to the University results from conflicts between their interests and those of the University. Trustees shall be sensitive to potential conflicts of interest and to the appearance of conflicts of interest even if no actual conflicts exist.
10.2 The Board shall adopt a Conflicts of Interest Policy that requires Trustees to disclose annually, and as new situations arise, any actual or potential conflict of interest as further defined in such policy and pursuant to the process outlined in such policy.
10.3 Trustees are expected to disclose to the Board Chair within thirty (30) days any change in their primary employment or any change in personal circumstances which might impact the Trustee’s ability to carry out the Trustee’s responsibilities or which, if disclosed publicly, might reflect poorly on the University. Upon receiving such disclosures, the Board Chair, in consultation with the Trustee Affairs and Governance Committee Chair will determine whether the issue requires any further discussion and/or action by the Trustee Affairs and Governance Committee or the Board.
10.4 The Conflicts of Interest Policy should specify which provisions apply equally to any Trustee Emeritus or non-Trustee who is a member of any committee or subcommittee of the Board.
11.1 SCHOOL OF ACCOUNTING AND FINANCE. For all purposes consistent with law, graduates of the educational programs conducted by the Bentley School of Accounting and Finance, Incorporated, a Massachusetts corporation organized on April 4, 1922, shall be treated as graduates of this University.
11.2 SEAL OF THE UNIVERSITY. The University seal shall be in such form as the Board shall from time to time determine.
11.3 FISCAL YEAR. The fiscal year of the University shall begin on July 1 and end on June 30 of each calendar year.
11.4 CERTIFICATE OF ACTION. Any action taken by the Board or Executive Committee at any meeting may be certified by the Secretary or, in the Secretary’s absence, by the officer whose duty it is to keep the minutes of such meeting or by the officer or Trustee keeping the records thereof or presiding thereat, and any such certificate shall be conclusive evidence for all purposes that the action so certified was taken.
11.5 AMENDMENTS OF BYLAWS. Except as otherwise required by law or the Articles of Organization, these Bylaws may be amended by a vote of two-thirds of the Trustees present at any meeting of the Board, provided that notice of the substance of the intended amendment is given no fewer than ten (10) days prior to the meeting.
Restated October 24, 2014
Article I
The name by which the corporation shall be known is: Bentley University.
Article II
The purposes for which the corporation is formed are as follows:
To conduct an institution of higher education to provide instruction in business and liberal arts and sciences; to prepare, publish and circulate publications in the foregoing areas stipulated, but not for the purpose of carrying on propaganda or otherwise attempting to influence legislation; to grant to students properly accredited and recommended by the faculty the degrees of "Associate in Science," "Bachelor of Science," "Bachelor of Arts," “Bachelor of Business Administration,” "Master of Science in Taxation," and "Master of Science in Accounting," and other Masters degrees limited to business related disciplines, “Doctor of Philosophy in Business” and “Doctor of Philosophy in Accountancy,” and to confer such honorary degrees as are usually conferred by Colleges in The Commonwealth of Massachusetts.
Article III
Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its trustees or members, or of any class of members, are as follows:
FIRST: The corporation shall not at any time carry on any activity which shall disqualify contributions to it for allowance as deductions in computing taxable income of contributors, nor which shall disqualify the corporation for exemption from taxation of its income under any law of the United States of America now or hereafter in effect. The corporation shall not pay or incur any expenditure to carry on propaganda, or otherwise to attempt to influence legislation, or to influence the outcome of any specific public election, or to carry on, directly or indirectly, any voter registration drive except as may be carried on without causing disqualifications as aforesaid.
SECOND: Upon any liquidation or dissolution of the corporation, whether voluntary or involuntary, all of its funds and property shall be transferred to The Massachusetts General Hospital or to such one or more corporations, trusts, institutions or funds having purposes cognate to the purposes for which this corporation or said The Massachusetts General Hospital is formed as shall be approved by the vote of the members and by the court, if any, exercising jurisdiction over such liquidation or dissolution but none of such funds or property nor any income or proceeds thereof whether upon liquidation or dissolution of the corporation or otherwise shall ever inure to the benefit of any member of the corporation.
THIRD: The corporation shall have and may exercise in furtherance of its corporate purposes the power to purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise to acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated; to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of its property, or any interest therein, wherever situated; to purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities; to make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or encumbrance of, or security interest in, all or any of its property or any interest therein, wherever situated; to lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested; to do business, carry on its operations, and have offices and exercise the powers granted by said Chapter 180 in any jurisdiction within or without the United States; to make donations, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic or similar purposes, and in time of war or other national emergency in aid thereof; to pay pensions, establish and carry out pension, profit-sharing, share bonus, share purchase, share option, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions for any or all of its trustees, officers and employees, and for any or all of the directors, officers and employees of any corporation, fifty percent or more of the shares of which outstanding and entitled to vote on the election of directors are owned, directly or indirectly, by it; to participate as a subscriber in the exchanging of insurance contracts specified in Section 94B of Chapter 175 of the General Laws of the Commonwealth; to be an incorporator of other corporations of any type or kind; to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed; provided that no such power shall be exercised in a manner inconsistent with said Chapter 180 of the General Laws of the Commonwealth; to be a partner in any business enterprise which said corporation would have power to conduct by itself; and all other powers specified in Sections 9 and 9A of Chapter 156B of said General Laws as now in effect or hereafter amended and in any cognate provision or provisions of law enacted by The Commonwealth of Massachusetts to the fullest extent permitted by said Chapter 180 to corporations organized under it.
FOURTH: The corporation shall not have any members. Any action or vote required or permitted by law to be taken by members shall be taken by action or vote of the same percentage of Trustees of the corporation.
FIFTH: The corporation shall, to the extent legally permissible, indemnify each of its trustees and officers and persons who serve at its request as directors or officers of another organization in which it has an interest, against all liabilities (including expenses) imposed upon or reasonably incurred by him in connection with any action, suit or other proceeding in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his acts or omissions as such trustee, or officer, unless in any proceeding he shall be finally adjudged not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; provided, however, that such indemnification shall not cover liabilities in connection with any matter which shall be disposed of through a compromise payment by such trustee or officer, pursuant to a consent decree or otherwise, unless such compromise shall be approved as in the best interests of the corporation, after notice that it involves such indemnification, by a vote of the trustees in which no interested trustee participates. Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under these provisions. The rights of indemnification hereby provided shall not be exclusive of or affect other rights to which any trustee or officer may be entitled. As used in this paragraph, the terms "trustee" and "officer" include their respective heirs, executors and administrators, and an "interested" trustee or officer is one against whom as such the proceeding in question or another proceeding on the same or similar grounds is then pending.
Like indemnification of employees and other agents of the corporation (including persons who serve at its request as employees or other agents of another organization in which it has an interest) may be provided by the corporation to whatever extent shall be authorized by the trustees before or after the occurrence of any event as to or in consequence of which indemnification may be sought. Any indemnification to which a person is entitled under these provisions may be provided although the person to be indemnified is no longer a trustee, officer, employee or agent of the corporation or of such other organization.