THE CONSTITUTION AND BYLAWS OF THE BOARD OF DIRECTORS OF WITTENBERG COLLEGE
(As amended June 7, 1988, October 9, 1990, February 9, 1991, October 8, 1993, May 3, 1997, May 8, 1999, October 16, 1999, January 29, 2000, and May 6, 2000, May 8, 2004 and September 17, 2004)
Name, Purpose, Property, and
Relationship to the Evangelical Lutheran Church in America
SECTION 1. NAME
The name of this corporation, in accordance with its Charter, is The Board of Directors of Wittenberg College. The educational institution operated by it is known as Wittenberg University. This corporation's principal place of business is Springfield, Ohio.
SECTION 2. PURPOSE (As amended 5/8/99)
- The purpose of this corporation shall be to establish and operate in an environment conducive to Christian faith and commitment an educational institution which shall include a college or colleges to educate men and women who are motivated and equipped to be responsible citizens in the occupations and professions which are necessary to society's well being through the harmonious development of their intellectual, spiritual, social, and physical potentials. The institution operated by and the programs of this corporation shall be open to all men and women without regard to race, creed, color, religion, national origin, sexual orientation, sex, or age who submit evidence of satisfactory character and scholarship.
- In the discharge of the purpose set forth in (A), this corporation shall have all express and incidental powers granted to nonprofit corporations under Section 1702.01 et sq, Ohio Revised Code, as the same may be amended.
SECTION 3. RELATIONSHIP TO CHURCH AND CONTROL (As amended 5/8/99 and 1/29/00)
Wittenberg University shall be connected with and conducted as an institution related to the Evangelical Lutheran Church in America or its successors. The control and direction of this corporation shall be vested in a Board of Directors.
This section shall not be amended except with the consent, declared by official action, of Supporting Synods including in their confirmed membership two-thirds of the total confirmed membership of all of the Supporting Synods. Supporting Synods means the six supporting synods within Region VI of the Evangelical Lutheran Church in America.
SECTION 4. SUPPORT BY LUTHERAN CHURCH BODIES
The corporation shall have a primary relationship with the Supporting Synods; however, financial and other support of the corporation and its work shall be open to all Lutheran synods and other levels which wish to share the corporation's commitment to church-related, liberal arts education.
SECTION 5. TRANSFER OF PROPERTY AND MERGER
- The property of this corporation shall be held by it as a sacred trust for the purpose of furthering the cause of independent higher education.
- The consent of Supporting Synods of the Evangelical Lutheran Church in America, including in their confirmed membership two-thirds of the total confirmed membership of all of the Supporting Synods, declared by official action, shall be a necessary prerequisite to any sale, transfer, or conveyance of all the property and assets of the corporation, or any part thereof the sale or transfer of which would tend to change the character of the corporation or render its service less effective; to any merger of the corporation, or any part thereof, with any other corporation; and to the amendment of this section.
The Board of Directors of the Corporation
SECTION 1. MEMBERS AND TRUSTEES
- The trustees of this corporation shall be the Board of Directors. The Board of Directors shall constitute the membership of the corporation under all circumstances where action of the membership is required by law.
- Except as otherwise provided by law, the Charter, and this Constitution, the authority of the corporation, shall be exercised by the Board of Directors.
SECTION 2. ELECTIONS OF DIRECTORS (As amended 6/7/88, 5/8/99, and 5/6/00 and 5/8/04)
The Board of Directors shall be composed of that number of directors, determined from time to time by the Directors, acting in their capacity as members of the corporation; provided, however, that the number of Directors shall not be less than thirty and shall not exceed forty. The following procedures and requirements apply.
- Throughout his or her term of office, The President of the University shall be a Director with voice and vote.
- The remaining Directors shall be nominated by that committee of the Board charged with that responsibility, in consultation with the President of the University and the Chair of the Board. The Board, acting as members of the corporation shall elect the Directors at the annual meeting or a special meeting called for such purpose. A simple majority of the board shall be Lutherans including within this number at least one Lutheran from each Supporting Synod who shall be selected from among the clergy or lay members of such Supporting Synod after consultation with the Bishop of such Supporting Synod. The remaining Directors should include Wittenberg alumni, persons residing within the Clark County, Ohio region and other individuals who have demonstrated or expressed interest in the advancement of the University. Notwithstanding the criteria for selecting Directors reflected in this Section 2, no action of the board shall be void or voidable due to any deficiency in the number of Lutherans, alumni or Clark County residents serving on the Board or present at the meeting when said action is taken.
- The President may nominate for election by the Board as Emeritus Directors, to serve with voice but without vote, those individuals worthy of such honor, by reason of distinguished service to the University as members of the Board. Emeritus Directors shall not be counted toward the selection criteria articulated in Paragraph (B), Section 2, of this Article II, or for the purpose of determining the presence of a quorum for any meeting of the board or any committee.
SECTION 3. CLASSIFICATION AND TERMS OF OFFICE (As amended 2/9/91 and 5-8-04)
The Directors elected under Paragraph (B), Section 2, of this Article shall be divided into three classes of approximately equal number. The term of office for each class shall be three years. Except as provided below, no Director shall be eligible for reelection for a term following the term during which he or she has completed twelve years of uninterrupted service, until one year has elapsed since the expiration of such Director's final term. Upon the favorable recommendation of the Board committee charged with the responsibility of nominating directors and upon the adoption of that recommendation by the affirmative vote of two-thirds of the whole authorized number of Directors, a Director who has reached the above limit of uninterrupted service may be reelected for one additional three-year term without the otherwise required one years absence.
Emeritus Directors shall serve at the pleasure of the Board.
SECTION 4. VACANCIES
Vacancies shall be filled by election in accordance with the procedures and requirements set forth in Sections 2 and 3 of this Article. Any member of the Board who has been absent from two successive regular meeting of the Board without acceptable excuse will be deemed to have resigned and his or her position on the Board and that position shall be declared vacant.
SECTION 5. COMMITTEES (As amended 6/7/88)
The Board of Directors may appoint certain of its members (but in no event less than three) to act as a standing or special Committee or Committees and may delegate to such Committee or Committees powers to be exercised under the control and direction of the Board. Each Committee shall report directly to the Board and each member shall serve at the pleasure of the Board. In addition, there shall be an Executive Committee composed and empowered as provided in the Bylaws.
SECTION 6. MEETINGS (As amended 6/7/88 and 5/8/99)
- Regular Meetings. Regular meetings of the Board of Directors shall be held three times a year, and the meeting nearest the end of the academic year shall be the Annual Meeting.
- Special Meetings. Special meetings of the Board of Directors shall be held at any time at the call of the Chair of the Board, the President of the University, or upon the written request of ten members of the Board.
- Committee Meetings. Meetings of any Committee shall be held at the call of the person who chairs the Committee, the Chair of the Board, or the President of the University.
- Place of Meetings. Meetings of the Board of Directors or any Committee may be held either within or without the State of Ohio in person or through communications equipment, if all persons participating in the meeting can hear each other. Customarily, all meetings will be held in Springfield, Ohio, although each presiding Chair shall determine where a Committee or the Board shall convene.
- Notice of Meetings. Notice of time and place of any regular meeting of the Board of Directors or any Committee shall be mailed to each member of the Board or Committee at least two weeks prior to the date of such meetings. Notice of time, place, and nature of the business to be considered by any special meeting of the Board of Directors shall be given at least forty-eight hours prior to any such meeting by mail, telegraph, telephone, or personal delivery. Such notice may be waived by any Director either before, after, or at such meeting in writing or by attendance at or by participation in any meeting, including one held through communications equipment, without protest prior to the commencement thereof.
- Quorum and Voting. At any meeting of the Board of Directors or of any Committee a simple majority of the authorized number of members of such Board or Committee shall constitute a quorum. At any meeting at which a quorum is present all acts, questions, and business which may come before the meeting shall be determined by a majority of votes cast by the Directors present at such meeting, unless the vote of the greater number is required by the Charter, this Constitution, or the Bylaws.
SECTION 7. ACTION OF DIRECTORS WITHOUT A MEETING
(As amended 6/7/88)
Any action which may be authorized or taken at a meeting of the Board of Directors or of any Committee, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of and in writing or writings signed by all of the persons who would be entitled to notice of a meeting for such purpose or, in the case of the Board of Directors, acting in their capacity as members of the Corporation, such other proportion or number of voting members, not less than a majority, as this Constitution or the Bylaws may permit; provided, however, that any such writing or writings must be filed with or entered upon the records of the Corporation.
SECTION 1. GENERAL PROVISIONS, TERM OF OFFICE, AND REMOVAL (as amended 5/8/99)
The Board of Directors shall elect a Chair, a Vice Chair, a Secretary, and a Treasurer and such other officers and assistant officers as the Board may from time to time deem necessary. Each officer shall be elected by written ballot from the membership of the Board at its Annual Meeting for the term of one year or until such officer's successor is duly elected and qualified. Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Directors. Any vacancy may be filled by the customary election procedure at any regular or special meeting. The Chair shall serve as the President of the Corporation.
SECTION 2. POWERS
The officers shall have such authority and perform such duties, as between themselves and the Corporation, as are customarily incident to their respective offices, as may be defined more particularly in the Bylaws and as may be specified from time to time by the Board of Directors.
SECTION 1. OFFICERS OF ADMINISTRATION (as anebded 9/17/04)
- President. The Board of Directors shall elect a chief administrative officer of Wittenberg University who shall serve at the pleasure of the Board of Directors and who shall be designated the President of the University.
- Other Administrative Officers. The Board of Directors also shall elect a Provost and may elect such other administrative officers as they shall deem necessary and desirable to conduct the affairs of the University.
- Powers. The authority and duties of the administrative officers of Wittenberg University shall be those as are customarily incident to their respective offices, as are specified in the Bylaws, and as may be specified from time to time by the Board through the President of the University.
SECTION 2. FACULTY
- Composition. The Faculty of Wittenberg University shall consist of the President and such other administrative officers as the Board of Directors of the Corporation may designate and those persons recognized as members of the Faculty of Wittenberg University under its Bylaws as authorized herein.
- Selection. In the selection of administrative officers and members of the instructional staff, the qualifications of prospective personnel shall be measured by the highest personal and academic standards significant for such purpose and by evidence of their capacity for effective contributions to the life and relationships of Wittenberg University and its constituency, to the end that, as nearly as may be possible, personnel shall have those qualifications essential to the accomplishment of the purpose of the institution.
- Appointment. The President of the University, upon recommendation of the Provost, shall make temporary appointments to the Faculty of Wittenberg University and shall report those appointments annually to the Board of Directors of the Corporation. Members of the Faculty of Wittenberg University may be elected to permanent tenure by the Board of Directors of the Corporation upon the recommendation of the Provost and the President of the University.
- Under the authority of the President of the University, the Faculty of Wittenberg University shall have primary responsibility for determining and implementing the educational policies of the University and for the extracurricular aspects of campus life, subject to the provisions of this Constitution and the Bylaws and regulations of the Board.
- Through appropriate committees as provided for in its Bylaws, said Faculty shall participate in establishing policies and reaching decisions regarding appointment, retention, promotion, tenure, and recognition of merit of Faculty members and participate in decisions relating to the establishment or abolition of academic administrative offices and in the selection of the personnel thereof.
- The Faculty shall have representatives on appropriate committees of the Board. Such representatives shall inform the Faculty regarding policies and plans of the Board.
- The Faculty shall participate in budgetary planning and in the allocation and utilization of the educational resources.
- The Faculty shall establish regulations or bylaws governing its composition, organization, and procedures.
- Academic Freedom. Every member of the Faculty of Wittenberg University shall enjoy the privileges and shall accept the responsibilities of academic freedom, to wit:
- Freedom to discuss the Faculty member's subject in the classroom.
- Freedom in research and in the publication of the results thereof, subject to adequate performance of the Faculty member's other academic duties, and further subject to the requirement that research for pecuniary gain shall be engaged in only with the approval of the President of the University upon recommendation of the Provost.
- Freedom to speak or write as a citizen, as a member of a learned profession, and as a member of the Faculty of Wittenberg University without institutional censorship or discipline; recognizing, however, that the Faculty member's position in the community imposes special obligations of responsibility. These require the Faculty member, as a person of learning and an educator, constantly to recognize that his or her profession and Wittenberg University may be judged by any actions and utterances. Therefore, the Faculty member must always be informed, accurate, discreet, and respectful toward the opinions of others. Whenever appropriate, the Faculty member must make every effort to indicate that he or she is not speaking for Wittenberg University.
SECTION 3. ACADEMIC UNITS, PROGRAMS, AND DEGREES
- Wittenberg University shall consist of Wittenberg College and such other academic units as shall be authorized by the Board of Directors.
- Programs. Wittenberg College shall offer programs leading to the Bachelor's degree and shall include courses of instruction in Christian religion in such programs. The Board of Directors may authorize graduate programs.
- Degrees. Upon recommendation of the Faculty of Wittenberg College, the Board of Directors may authorize and confer, through the President of the University, degrees appropriate to the completion of specified curricula.
Amendments and Bylaws
SECTION 1. AMENDMENTS (as amended 5/8/99 and 1/29/00)
Except as provided in Article I, Sections 3 and 5, this Constitution may be amended at any regular meeting of the Board of Directors of the Corporation by a vote of two-thirds of the voting members present, if such amendment has been presented in writing and distributed at a previous regular meeting, unless such requirements be waived by two-thirds of the total voting membership of the Board; provided, however, that the above shall not preclude alterations of a proposed amendment at the meeting at which such amendment is voted upon, if in the opinion and ruling of the Chair, the alteration does not substantially change the sense and the meaning of the proposed amendment.
SECTION 2. BYLAWS
The Board of Directors shall adopt Bylaws for their governance which shall include those provisions required by this Constitution and which may include such other provisions as are consistent with law, the Charter, and this Constitution.