230.1 Bylaws of Goshen College, Inc.
Goshen College, Inc. (the “College”), an Indiana religious nonprofit corporation and an organization of the Mennonite Church and its successors, directly accountable to the Mennonite Education Agency of the Church, in order to further through Christian higher education the cause of Christ, adopts the following Bylaws.
Name and Purpose
Section 1. Name. The name of this religious nonprofit corporation is Goshen College, Inc.
Section 2. Purpose. The corporation is organized exclusively for nonprofit religious, charitable, educational, literary, and scientific purposes. The purposes of the Corporation are set forth in the Articles of Incorporation, and include operating and maintaining a liberal arts college for the embodiment, enrichment, enlargement, and transmission of the vision of the Mennonite Church and its successors (the “Church”). The objectives of the Corporation include:
- Meeting the higher educational needs of the Church and its people.
- Enrolling students who are interested in the educational programs of the College, are committed to its purposes, and can benefit from its services.
- Enriching and extending the life of the Church and its mission in the world by transmitting and exploring Christian faith and discipleship; by relating Christian perspectives and values to learning and professional life; by encouraging active participation and leadership in congregations; and by expanding the influence of such ideals as love and peace, justice and order, stewardship and benevolence.
- Serving as a center of continuing study and research on issues of importance to the Church and larger society, and assisting individuals, congregations and agencies of the Church and of the community of Goshen and surrounding areas, through the increase and dissemination of knowledge in research, writing and publications; by providing lifelong educational and cultural activities; and by encouraging an expanded awareness and more responsible service to the world.
- Developing students as informed, articulate, sensitive, and responsible Christian disciples who are committed to biblical faith and practice as revealed and demonstrated by Jesus Christ.
- Being a community of educators and students in a learning environment which fosters personal, social, intellectual and spiritual growth; which nurtures those skills, processes, disciplines and methodologies required for systematic study and problem solving; which provides for each student sufficient knowledge in at least one subject area as a base for advanced training or professional work; which develops an appreciation for and critical understanding of human experience and cultural variety; and which builds confidence, acceptance and identity necessary for purposeful living in church and society
- Conferring appropriate degrees upon such students as may from time to time complete the courses of study prescribed by the faculty.
- Soliciting, receiving, and managing funds and other real and personal property that are essential to the achievement of these objectives.
Section 3. Seal. The Corporation may have a seal in such form as the Board may determine. However, no seal shall be required to bind the Corporation on any document unless the Board expressly requires a seal for such purpose.
Section 4. Motto. The motto is “Culture for Service” and has been in use since 1903.
Relationships with Mennonite Education Agency and Conference Advisory Board
Section 1. Mennonite Education Agency. Mennonite Education Agency refers to the educational agency of Mennonite Church USA, which is sometimes referred to as MEA in these Bylaws. The Mennonite Church is in the process of merging into Mennonite Church USA, which will be the successor church body. Mennonite Church USA is in the process of identifying and developing its educational agency. Until such time as MEA is ready at its discretion to assume its functions as stated in these Bylaws, the Mennonite Board of Education, Inc., shall do so in its behalf. In addition to other provisions of these Bylaws, the College shall relate to MEA as provided in the articles, bylaws, and policies of MEA and in the “Statement of Arrangements for maintaining the relationships between the Mennonite Education Agency and Goshen College,” attached hereto as Addendum A, which is incorporated herein.
Section 2. Conference Advisory Board. The Conference Advisory Board (“CAB”) is responsible for its definitions, membership, functions and responsibilities as agreed to by mutual consent of the CAB, the Board, and MEA. In addition to other provisions of these Bylaws, Addendum B which is attached hereto and which is incorporated herein sets forth the composition, functions, and relationship of the CAB to the College as of the adoption of these Bylaws.
Board of Directors
Section 1. Number. The initial number of the Board of Directors (the “Board”) shall be twelve (12), but that number may be expanded by the Directors up to eighteen (18) by action of the Board as provided herein. With consent of MEA, the size of the Board may be reduced by action of the Board but to not less than ten (10).
Section 2. Appointment. The MEA Board of Directors shall appoint approximately three-fourths of the Directors (including such a number so that not less than three-fourths of the Directors are appointed by MEA). The appointed members of the Board may select up to one-fourth of the Directors, subject to confirmation by the MEA Board of Directors. In making its appointments, MEA will take into account the factors stated in Section 3 below and assume responsibility for any additional factors that it considers important for the proper functioning of the Board.
Section 3. Qualifications. All Directors appointed by the MEA Board of Directors shall be members in good standing in congregations of the Church or Mennonite Church Canada and have a deep interest in the church and its program in the world. All nominees and members of the Board shall be committed to the mission of the College, active members in the life of Christian congregations, and in agreement with the mission and faith understandings of Mennonite Church USA. They shall be persons of good judgment known to take an active interest in Christian education and be ready to contribute the time required for the task. Gifts, occupational and service experience, and distribution among the several conferences historically affiliated with the College are among the criteria that MEA shall consider in making appointments; MEA shall consider the gender balance and racial/ethnic composition of the Board as a whole.
Section 4. Term. The Board shall be divided into four groups of three, with the initial terms staggered over a four-year period such that the term of office of each group of three expires each year during the initial four years. Thereafter, the term of each Director appointed by the MEA Board of Directors and by the Board shall be four (4) years. The policies of MEA shall govern the number of terms a Director may serve, including those appointed by the Board.
Section 5. Removal.
- The MEA Board of Directors may remove any Director, including one selected by the Board, with or without cause, whenever in its judgment the best interests of the College and the Church will be served thereby. Removal shall be accomplished by written notice to the Board and to the Director so removed.
- The Board may remove, by a majority vote of the total number of Directors then in office, any Director that it has selected, subject to confirmation by the MEA Board of Directors. The Board may not remove any Director appointed by the MEA Board of Directors.
Section 6. Vacancy. A vacancy shall occur upon the death, resignation, or removal of a Director. Any vacancy on the Board of a position appointed by the MEA Board of Directors shall be promptly reported to MEA, which shall appoint a replacement Director to fill the unexpired term. The Board may select a replacement Director to fill the unexpired term of a Director that it has selected, subject to confirmation by the MEA Board of Directors.
Meetings of the Board
Section 1. Meetings. The Board shall meet regularly in person or by telephone conference call upon such notice as the Board may decide and at such times and places as the Board or the Chair may designate. Special meetings shall be held when called by the Chair, the Vice Chair, or at the requests of any two Directors, or if otherwise provided by governing law. Regular meetings may be held without notice of the date, time, place, or purpose of the meeting. Special meetings require notice of at least two days as to date, time, and place, but not purpose. Notice of the time, place, and purposes of any meeting of the Board may be waived in writing, either before or after the holding of such meeting, or by personal attendance or participation in the meeting, unless the Director at the beginning of the meeting or promptly upon the Director’s arrival objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting.
Section 2. Action Without a Meeting. Any action which may be authorized or taken at a meeting of the Board may be authorized or taken without a meeting if all the Directors sign a consent in writing, either before or after such action, setting forth specifically the actions so taken and agreeing that the same shall become effective without a formal meeting of the Board and which action shall be included in the minutes or filed with the corporate records reflecting the action taken. To the extent that e-mail consents are permitted by law, a written consent shall be deemed to exist when the e-mail address from which an affirmative response is e-mailed corresponds to the email address registered with the corporation for the Director who is making the response. Written copies of such e-mail responses shall be filed with the minutes of the proceedings of the Board.
Section 3. Quorum. A majority of the total number of Directors shall constitute a quorum for a meeting of the Board. A majority of the total number of Directors constitute a quorum for the start of any meeting of the Board, provided, however, that if a quorum is present at the start of a meeting and subsequently any Directors leave, a quorum shall continue to exist so long as there are at least one-third of the Directors in office present and which may not be less than two Directors.
Section 4. Voting. Each Director is entitled to one vote on each motion at all meetings of the Board. Except as provided by statute, the Articles, or these Bylaws, a majority of the votes cast at a meeting of the Board, duly called, and at which a quorum is present, is sufficient to take or authorize proper action.
Duties of the Board
Section 1. General Powers. Subject to the limitations imposed by law; the Articles, Bylaws, and policies of MEA; the Articles of Incorporation; and these Bylaws, all corporate powers and business of the College shall be exercised by, under the authority of, and controlled and managed by the Board.
Section 2. Duties of the Board. The Board shall carry out and discharge all duties of the governing board of an institution under MEA, including:
- Cooperating with MEA in the appointment or reappointment of the President of the College upon the recommendation of a jointly appointed subcommittee, as described below in Section VI.4.a.
- Providing for an internal organization of the College appropriate to the interests of the Board and the College, and, as needs become apparent, specifying the duties and functions of the administrators, approving the appointment of persons to and removal of persons from administrative-cabinet-level positions, and periodically reviewing and approving their job descriptions.
- Recommending to MEA for its approval, changes in statements of vision, mission, purpose, and philosophy for the College.
- Setting policies for the College.
- Providing for the orderly examination of the qualifications of all persons as candidates for full-time faculty employment, promotion, tenure, or dismissal upon the recommendation of the President and establishing a procedure for authorizing the President to employ, promote, grant tenure, or dismiss in accordance with criteria stated in these Bylaws and the policies of the College and MEA.
- Analyzing long-range planning options and reviewing and approving strategic plans, campus master plans, and major capital projects in consultation with MEA and within the framework of the conclusions from the long-range planning processes conducted or approved by MEA for the higher education institutions of the Church.
- Reviewing and approving proposals for adding, changing, or discontinuing programs of study, in consultation with MEA and within the framework of the conclusions from the long-range planning processes conducted or approved by MEA for the higher education institutions of the Church.
- Approving annual budgets before the beginning of the fiscal year for which they apply and approving long-range general financial plans of the College.
- Approving proposals for significant conveyances of real estate and encumbrances of capital assets.
- Assisting the College in obtaining the finances it needs to meet its objectives and in public relations efforts.
- Counseling the President on major problems of administration.
- Acting as a court of appeal, where necessary, for anyone within the College in accordance with the grievance policy approved by the Board.
- Evaluating the achievements of the College on the basis of established policies and standards and reporting annually to MEA.
- Performing such other duties as befitting the board of directors of an educational institution.
Section 3. Title and Conveyance. The College shall hold title to all property acquired in the future by the College. Conveyances by duly authorized officers of the College pursuant to appropriate Board resolution shall be deemed valid conveyances.
Section 4. Execution of Written Instruments. The Board may specify by resolution the authorized signatories for any obligation or agreement of the Corporation. Unless the Board provides otherwise:
- All deeds, mortgages, and all promissory notes above an amount fixed from time to time by the Board shall be signed by the President and countersigned by the Chair or Vice Chair or by a person designated by the Chair or Vice Chair by a letter or telefacsimile communication. Promissory notes at or below the amount fixed by the Board may be signed by the President.
- All other promissory notes, contracts, leases, commercial papers and other instruments in writing and legal documents shall be signed by the President or Treasurer or Secretary of the Corporation.
Officers of the Corporation
Section 1. Officers. The officers of this Corporation shall consist of the Chair of the Board, the Vice Chair of the Board, the President, the Treasurer, the Secretary, and such additional officers as the Board may determine from time to time, with those duties as provided herein, and also those duties as the Board shall provide from time to time. The Chair and Vice Chair shall be members of the Board. Except for the President, all officers shall hold office for such terms as the Board shall determine from time to time and until their service or eligibility under the term ends whether by death, resignation, or removal as provided herein. If an officer is also a member of the Board and his or her term as such ends earlier for any reason, then his or her term as such officer shall likewise end at such earlier time.
Section 2. Chair of the Board. The Chair shall preside at all regular and special meetings of the Board, direct the staff work in preparing the agenda and supporting materials for meetings of the Board, and perform such other duties as the chair of any similar organization usually performs, in line with the policies and procedures of the Board. The Chair shall make an annual report to MEA.
Section 3. Vice Chair of the Board. The Vice Chair shall perform the duties of the Chair in the absence or inability of the Chair or at the Chair’s request.
Section 4. President.
- The MEA Board of Directors and the Board shall jointly establish a procedure for selection of a candidate for the office of President. Unless either board directs otherwise, their officers or other designated representatives will meet to recommend appointment of a presidential search committee and arrangements for its work, and the process will begin when the two boards meeting jointly or separately have approved the recommendation. The MEA Board of Directors and the Board shall jointly appoint the President of the College for such term as they shall determine.
- The President shall be the chief executive officer of the corporation. As such, the President has general supervision of the College and is responsible for its development, maintenance, and progress. The President shall endeavor to lead the College in serving the Church and its constituency in the best possible way. The President shall prepare the budget in cooperation with other administrative officers of the College and shall be responsible for its execution. The President shall discharge all such other duties as pertain to the office of chief executive officer of a corporation and college president and such additional duties as outlined in a job description approved by the Board and MEA.
Section 5. Secretary. The Secretary or a person designated by the Secretary shall send notices of meetings of the Board to each Director as required and shall keep full and complete records of all meetings of the Board and shall be custodian of such minutes as well as other documents and records committed to the care of the Secretary. The Secretary or a person designated by the Secretary shall have charge of any corporate seal and shall affix and attest the same to instruments as appropriate when such instruments have been duly authorized and in general shall perform all duties incident to the office of Secretary and such other duties as the Board may assign.
Section 6. Treasurer. The Treasurer shall keep an accurate record of all finances of the Corporation and shall perform such other duties as the Board may assign.
Section 7. Other Officers. Such other officers of the Corporation as the Board may appoint shall have those duties and tenure as the Board may determine.
Section 8. Qualifications. In addition to fitness for the special tasks to which they are appointed, the President and the other Corporation officers shall be committed to the mission of the College, active members in the life of Christian congregations, and in harmony with the Confession of Faith in a Mennonite Perspective and other documents on the faith and life of the Church adopted by the Delegate Assembly and the Executive Board of the Church.
Section 9. Delegation of Authority. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any Director, for the time being, provided a majority of the entire Board concurs therein.
Section 10. Resignation. Any officer may resign an office at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Corporation unless some time be fixed in the resignation, and then from that time. The acceptance of a resignation shall not be required to make it effective.
Section 11. Vacancy. When a vacancy occurs in any of the offices of the Corporation, except the President, the Board shall appoint a person to fill the unexpired term of that office. Officers so appointed shall hold office until their successors are duly elected.
Section 12. Removal. Except as provided in Article VI, section 13, any officer may be removed at any time, with or without cause, by a majority vote of the entire Board.
Section 13. Removal of the President. The MEA Board of Directors and the Board, working within procedures approved by both boards, may remove the President, or any acting President, at any time, with or without cause.
Section 1. Committees. The Board may appoint such committees as shall enable the Board to carry on its work efficiently. The Board may, if it so desires and with the approval of MEA, authorize the delegation to any such committee of any of the authority of the Board, however conferred, subject to the limitations of the Indiana Nonprofit Corporation Act of 1991, namely, that no committee may (a) authorize distributions; (b) approve or recommend to the Board (1) dissolution, (2) merger, (3) sale, (4) pledge, or (5) transfer of all or substantially all of the corporation’s assets; (c) elect, appoint, or remove Directors or fill vacancies on the Board or on a committee; or (d) adopt, amend, or repeal Articles of Incorporation or Bylaws.
Section 2. Formation and General Rules.
- The Board may form standing committees and other committees in consultation with the President.
- The Board shall make appointments and fill vacancies in committees by appointment upon the recommendation of the Board Chair in consultation with the President.
- Each committee shall be composed of as many persons as the Board may determine, and the appointments may be for any period that the Board determines.
- The Board shall provide each committee with a set of rules for its operation with respect to the specific activity for which each such committee may have responsibility and with respect to the committee’s own function.
- No committee shall have the right to obligate the College in any way or to take action as being the action of the College unless the Board specifically approves or so directs.
- All committees shall be responsible to the Board for their activities, shall report their activities to the Board whenever requested, and are at all times under the direct supervision and control of the Board, having only such authority as is specifically defined herein and as the Board may delegate to them.
Section 3. Terms. Unless otherwise stated in these Bylaws, the Board shall specify the terms of all committee chairs and members at the time of appointment.
Section 1. Qualifications. All full-time faculty shall be in harmony with the Confession of Faith in a Mennonite Perspective and other documents on the faith and life of the Church adopted by the Delegate Assembly and the Executive Board of the Church. Except as the Board requests and MEA approves otherwise, all faculty members employed for more than six years, in addition to having the necessary qualifications for successful performance of their assigned duties, shall be members of congregations of the Church, or of related Mennonite and Brethren churches.
Section 2. Selection and Continuing Employment. All faculty members shall be nominated by the President in cooperation with the chief academic officer and appointed by the Board. All promotions of and grants of permanent tenure or long-term contracts to faculty members shall be recommended by the President in cooperation with the chief academic officer and approved by the Board.
Section 3. Organization. In addition to a chair and vice chair, the faculty shall have a secretary and appropriate committees.
Section 4. Duties. It shall be the duty of the faculty, unless the Board otherwise directs, to keep informed concerning and to engage in constant study of the curriculum of the College and of methods of effective instruction; to propose general policies for improving the curriculum and instruction of the school; to prescribe the academic courses and requirements, and policies relating to academic matters; to prescribe for Directors’ approval specific requirements for degrees and certificates granted by the school; to promote a sincere Christian atmosphere and understanding of the Church among the students of the school; to advise on policies and regulations for student life, conduct and counseling; and to perform such other duties as the President and the Board may determine from time to time. All functions of the faculty shall be performed within the policies and directives of the Board.
Students and Campus Community Understandings
Section 1. Church Life. Students shall be encouraged to become participating members of churches in the vicinity of their place of studies, whether this be a campus congregation primarily of and for campus community members or another accessible congregation.
Section 2. Campus Religious Life. The College shall provide a program of activities and opportunities designed specifically to further its students’ spiritual growth and maturity.
Section 3. Academic Standards. The College shall have such academic standards for the admission and retention of students as shall be consistent with its purposes as an educational institution. These standards shall be approved by the Board.
Section 4. Athletics and Recreation. In addition to the provisions for students’ intellectual and spiritual growth, the College shall provide opportunities for the physical development of its students. Athletic programs with a recreational basis shall be available to all students. Policies for any student aid awards based on athletic achievement shall be approved and carefully monitored by the Board.
Section 5. Counseling and Standards. The College shall provide and structure counseling and discipline procedures with the purpose of providing in the greatest degree for individual and group development of intellectual, social, moral and spiritual maturity. Toward this end, the College shall prepare a statement of understandings and standards, approved by the Board and clearly announced to students and prospective students.
Section 6. Qualifications for Admission. Candidates for admission must agree to conduct themselves in accordance with the stated understandings and standards of the College before they are admitted as students.
Section 1. Indemnification. Directors, officers and employees of the College shall be indemnified to the extent provided under Indiana Code 23-17-16, as said provision exists upon the adoption of these bylaws or as modified by bylaws and Board resolution (previous or subsequent) from time to time. Additionally, the College shall indemnify other individuals appointed or approved by the College to the extent that resolutions previously or subsequently adopted by the Board from time to time shall provide.
Section 1. Fiscal Year. The fiscal year of the College shall end on June 30.
Section 1. Amendments. Amendments to these Bylaws shall be made at regular meetings of the Board, or at special meetings called for that purpose, by a two-thirds vote of the Directors voting thereon or by consent of two-thirds of the Directors voting thereon by mail ballot, provided written notice of the proposed Bylaw amendments or revisions shall have been mailed to each Director at his or her last known address at least ten days prior to such meeting or ten days prior to the date on which the mail ballot must be returned to be counted. Amendments to these Bylaws and to the Articles of Incorporation shall not become effective until MEA has approved them.