Board of Trustees' Bylaws

Article I
Board Authority and Responsibilities

Section 1. General Powers

The business and affairs of The Principia Corporation shall be governed by, and under the direction of the Board of Trustees. The Board of Trustees shall exercise these powers in accordance with the “Purposes and Policies of The Principia,” published October 22, 1944, and any amendments thereto (the “Purpose and Policies of The Principia”). The Board has general, academic, and financial policy-making functions and is responsible for The Principia Corporation’s financial health and welfare.  These bylaws and the Purpose and Policies of The Principia shall take precedence over all other institutional statements, documents, and policies.

Section 2. Authority.

The Board of Trustees shall have the authority to carry out all lawful functions that are permitted by these bylaws or by the articles of incorporation. The Board of Trustees shall have the authority, among other things, to

  • Determine and periodically review the institution’s mission and purposes, which shall be in alignment with the Purpose and Policies of The Principia.
  • Appoint the Chief Executive, who shall be the institution’s chief executive officer, and set appropriate terms of employment, including compensation.
  • Ratify the appointment by the Chief Executive of the heads of both campuses, and the chief finance, investment and advancement officers.
  • Establish the terms of employment of key institutional officers who serve at the pleasure of the Chief Executive (in consultation with the Chief Executive).
  • Provide ongoing support to the Chief Executive.
  • Annually assess the Chief Executive’s performance based on mutually agreed-upon goals and other criteria.
  • Review and approve proposed significant changes in the institution’s academic programs and other major enterprises consistent with the institution’s mission, plans, and financial resources.
  • Approve institutional policies bearing on faculty appointment, promotion, and dismissal as well as personnel or antidiscrimination policies for other categories of employees.
  • Approve annual budget, tuition and fees; regularly monitor the institution’s financial condition; and establish policy guidelines affecting all institutional assets, including investments, real estate, and the physical plant.
  • Approve the institution’s fund-raising goals, participate actively in strategies to secure sources of support, and authorize institutional officers to accept gifts or bequests subject to Board policy guidelines.
  • Authorize any debt financing and approve the securitization of loans.
  • Authorize the construction of new buildings, funding of deferred maintenance backlogs, and major renovations of existing buildings.
  • Authorize the purchase, sale, and management of land, buildings, or other major equipment.
  • Approve such policies that contribute to the best possible environment for students to learn and develop their abilities.
  • Approve such policies that protect academic freedom and contribute to the best possible environment for the faculty to teach, pursue their scholarship, and perform public service.
  • Approve all earned and honorary degrees, as recommended by the Chief Executive.
  • Approve all bylaws of subsidiary governing bodies, such as faculty senate, student governing association, staff senate, alumni association, parents association, etc.
  • Serve actively as an advocate for the institution in appropriate matters of public policy in consultation with the Chief Executive and other responsible parties as the Board shall determine.
  • Periodically undertake assessments of the Board’s performance.
  • Maintain written policies to guide the Board’s work.

Article II
Membership of the Board of Trustees

Section 1. Number.

The Board of Trustees shall consist of no fewer than 12 and no more than 22 persons.

Section 2. Election.

New Trustees and incumbent members of the Board of Trustees who are eligible for reelection normally shall be elected by majority vote of the then serving Directors of the Principia Administrative Corporation at its annual meeting. Any unfulfilled term may be filled through a special election at any regular meeting by majority vote of the then serving directors of the Principia Administrative Corporation.

Section 3. Qualifications.

Each Trustee shall have received class instruction from an authorized teacher of Christian Science and be a member of The First Church of Christ, Scientist, in Boston, Massachusetts.

Section 4. Term.

Trustees shall serve for three-year terms and shall be eligible for reelection to a maximum of three full consecutive terms. Trustees may serve terms of less than three years when they are elected to fill unfulfilled terms or when necessary to stagger the terms of Trustees to provide continuity of experienced Trustees serving on the Board. Trustees who have served for nine consecutive years (exclusive of any partial term) shall be eligible for reelection following a one-year hiatus. The Board Officers (defined in Article III, Section 1) shall be exempt from such term limits until at least one year has passed following completion of their term in office or until the directors of the Principia Administrative Corporation after consultation with the Committee on Trusteeship determine otherwise.

Section 5. Removal.

All Trustees serve at the pleasure of the directors of the Principia Administrative Corporation. A Trustee may be removed from office by an affirmative vote of two-thirds of the then serving directors of the Principia Administrative Corporation.

Section 6. Committee on Trusteeship.

The Committee on Trusteeship shall recommend candidates for election or reelection to the directors of the Principia Administrative Corporation, which recommendations shall not be binding on the Principia Administrative Corporation. A slate of candidates, with biographical information for each prospective Trustee candidate, shall be provided to the Principia Administrative Corporation at least 30 days before the annual or regular meeting of its directors, but the directors of the Principia Administrative Corporation shall not be limited in its selection of Trustees of The Principia Corporation to such recommendations. .

Article III
Officers of The Principia Corporation

Section 1. Officers.

The officers of The Principia Corporation shall be the Chair, Vice Chair, Secretary, and Treasurer of the Board of Trustees (the “Board Officers”). All officers shall serve at the pleasure of the Board of Trustees.

Section 2. Members of the Board.

The Chair, Vice Chair, Secretary, and Treasurer shall be Trustees.

Section 3. Terms.

The terms of office for the officers of The Principia Corporation will vary as provided elsewhere in these bylaws.

Article IV
Terms and Responsibilities of the Chair and Vice Chair
of the Board of Trustees

Section 1. Election and Term.

The Chair and Vice Chair shall be elected annually upon nomination by the Committee on Trusteeship and ordinarily shall serve for three consecutive years, but not more than five consecutive years. Vacancies may be filled at any time by a majority of the members of the Board, but election or reelection shall normally take place at the annual meeting.

Section 2. The Chair

The Chair shall preside at all Board and Executive Committee meetings, have the right to vote on all questions, appoint committee chairs and vice chairs, determine the composition of all Board committees (with the exception of the Executive Committee and the administrative liaisons described in Article XII, Section 3), and otherwise serve as a spokesperson for the Board. He or she shall serve as the Chair of the Executive Committee, an ex-officio member of all committees of the Board, and have other powers and duties as the Board may prescribe from time to time.

Section 3. The Vice Chair

In the absence of the Chair, the Vice Chair shall perform the duties of the Chair, including presiding at Board and Executive Committee meetings. He or she shall have the other powers and duties as the Board may from time to time prescribe and may or may not be nominated to succeed the Chair when a vacancy occurs, as the Committee on Trusteeship determines.

Article V
Terms and Responsibilities of the Secretary

Section 1. Election and Term.

The Secretary shall be elected annually upon the nomination of the Committee on Trusteeship and shall ordinarily serve for three consecutive years but not more than five consecutive years.

Section 2. Responsibilities.

The Secretary shall ensure that the Board of Trustees is acting in accordance with these bylaws, that bylaw amendments are promptly made as necessary, that minutes of Board and Executive Committee meetings are accurate and promptly distributed to all Trustees, that meetings are properly scheduled and Trustees notified, that all Board policy statements and other official records are properly maintained. The Secretary shall perform other duties as prescribed from time to time by the Board and may be assisted in all duties by an Assistant Secretary or such other staff member designated by the Chief Executive.

Article VI
Terms and Responsibilities of the Treasurer

Section 1. Election and Term.

The Treasurer shall be elected annually upon nomination of the Committee on Trusteeship and shall ordinarily serve for three consecutive years but not more than five consecutive years.

Section 2. Responsibilities.

The Treasurer shall chair any Board finance committee and otherwise serves as the Board’s leader on all financial-management policy matters. He or she shall ensure that all Trustees regularly receive appropriate and comprehensible financial statements from the institution’s administration that include comparisons of revenues and expenditures with the approved annual budget and the preceding fiscal year for the same time periods. The Treasurer shall ensure that other financial reports – including those for special or major Board-approved expenditures, institutional investments, and annual or special audits – are provided to all Trustees in a timely manner for review and discussion as appropriate. He or she consults with The Principia Corporation’s Chief Financial Officer, and any committee formed by the Board that relates to the investments or auditing of The Principia Corporation, as appropriate or necessary.

Article VII
Term, Authority, and Responsibilities
of the Chief Executive

Section 1. Term.

The Chief Executive serves at the pleasure of the Board of Trustees for such term, compensation, and with such other terms of employment, as it shall determine.

Section 2. Authority and Responsibilities.

The Chief Executive shall be the institution’s chief executive and the chief advisor to and executive agent of the Board of Trustees. His or her authority is vested through the Board of Trustees. The Chief Executive is responsible for leading the institution in accordance with guidelines set by the Board, implementing all Board policies, keeping the Board informed, consulting with the Board in a timely manner on matters appropriate to its policy-making and fiduciary functions, and serving as the institution’s key spokesperson. He or she has the authority to execute all documents on behalf of the institution and the Board of Trustees consistent with Board policies and the best interests of the institution. The Chief Executive shall also ensure that the heads of each campus are assigned the appropriate duties and responsibilities to carry out the institution’s mission as directed by the Board as well as the appropriate resources, authority and access to the Board to perform those duties and responsibilities. The Chief Executive serves as an ex-officio member of all Board committees except the Audit Committee. The Board shall maintain policies to govern succession of the Chief Executive.

Article VIII
Responsibilities of the
President of Principia College

The President of Principia College shall manage, control, and direct the educational activities and other affairs of Principia College and shall perform such other duties as may be designated by the Chief Executive or the Board of Trustees.

Article IX
Responsibilities of the
Head of School

The Head of School shall manage, control, and direct the educational activities and other affairs of the St. Louis campus and shall perform such other duties as may be designated by the Chief Executive or the Board of Trustees.

 

Article X
Board Meetings

Section 1. Number.

The Board of Trustees normally shall hold at least three meetings annually on such dates and at such places as it shall determine. The annual meeting for the purpose of electing Trustees, Officers and at-large members of the Executive Committee normally shall be the last of the academic year.

Section 2. Special Meetings

Special meetings of the Board may be held at the call of the Board Chair, the Chief Executive, or any five Trustees. The Chair or Secretary of the Board of Trustees shall send written notice of such special meetings to all Trustees, along with a clear statement of purpose, at least seven days in advance, except for telephone meetings relating to emergency decisions the Executive Committee on its own is not authorized to decide. Business at such special meetings shall be confined to the stated purpose.

Section 3. Quorum.

A quorum for the transaction of business at meetings of the Board of Trustees shall consist of a majority of Trustees. Except as otherwise provided in these bylaws or the articles of incorporation, a majority vote of those members present with a proper quorum shall constitute proper action. Upon approval by the Chair of the Board or the Chair of a Board committee, as the case may be, members of the Board of Trustees and committees may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment that allow all persons participating in the meeting to hear each other.  Participation in a meeting by such means shall constitute presence in person at the meeting.

Article XI
Action Without a Meeting

Any action required or permitted to be taken by the Board of Trustees may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission and the writings or electronic transmissions are filed with the minutes of proceedings of the Board. Meetings may be conducted by mail, fax, email, telegram, cable, or in any other way the Trustees decide.

Article XII
Board Committees

Section 1. Formation.

The Board shall establish such standing and ad-hoc committees as it deems appropriate to the discharge of its responsibilities. Each shall have a written statement of purpose and primary responsibilities as approved by the Board, and such rules of procedure or policy guidelines as it or the Board, as appropriate, approves. Each committee shall review such statements for their appropriateness and adequacy annually.

Section 2. Appointment.

The Chair of the Board of Trustees shall have the responsibility to appoint chairs, vice chairs, and members of all Board committees except the Executive Committee. All committee chairs and vice chairs shall be Trustees.  Board policy shall indicate committees on which non-Trustee members may serve.

Section 3. Liaison and Meetings.

Each committee shall normally have an officer of the institution or member of the administrative staff, as designated by the Chief Executive, to assist it with its work. Each committee shall report regularly on its work and recommendations to the Board of Trustees. Except for the Executive Committee, which shall be required to keep the minutes of all meetings, committees shall decide whether written minutes are necessary and desirable and how they should be distributed to the Trustees.

Article XIII
The Executive Committee

Section 1. Composition.

The Executive Committee shall consist of five members, all of whom shall be voting Trustees. The Chair, Vice Chair, Secretary, and Treasurer of the Board of Trustees shall be members. In addition, one Trustee shall be nominated by the Committee on Trusteeship and elected by the Board at the annual meeting to serve at-large on the Committee. The Chief Executive shall be an ex-officio member of the Executive Committee, and shall serve without vote and not be counted as part of a quorum for the purposes of transacting business.

Section 2. Purpose and Authority.

The purpose of the Executive Committee is twofold: (1) it shall act as the Board’s agent in helping the Chief Executive to address necessary business between regular Board meetings, and (2) it shall assist the Chair and the Chief Executive with their joint responsibility to help the Board function effectively and efficiently by suggesting Board meeting agenda items and periodically assessing the quality of Committee work. The Committee shall have the authority, if and as necessary, to act for the Board of Trustees on all matters except for the following, which shall be reserved for the Board: Chief Executive selection and termination; ratification of the appointment of both campus heads and the chief finance, investment and advancement officers; Trustee and Board-Officer election; changes in institutional mission; changes to the articles of incorporation; changes to the Purpose and Policies of The Principia; incurring of corporate indebtedness; sale, purchase or construction of property or assets of the type and in excess of the amount set forth in the Board Policy Manual; adoption of the annual budget; and conferral of degrees. These bylaws or other Board policies may reserve other powers for the Board of Trustees.

In addition to its authority to take action on emergency matters that cannot or should not be deferred to the Board’s next scheduled meeting, the Executive Committee shall oversee the work of Board committees, the institution’s planning process and progress on planning goals, the Board’s responsibility to support the Chief Executive and assess his or her performance, and review annually the Chief Executive’s compensation and terms of employment.  Written policies shall direct the Board in its assessment of the Chief Executive’s performance and determination of compensation.

Section 3. Meetings.

The Executive Committee shall meet as often as is necessary to conduct its business as the Chair and Chief Executive determine and ensure that minutes are taken and promptly distributed to all Trustees for subsequent ratification by the Board of Trustees at its next regular meeting. A majority of voting Executive Committee members shall constitute a quorum, and a majority vote of voting Executive Committee members present with a proper quorum shall constitute proper action.

Article XIV
Committee on Trusteeship

Section 1. Composition and Purpose.

The composition and purpose of the Committee on Trusteeship shall be as set forth in the Board Policy Manual.

Section 2. Meetings.

The Committee shall meet as often as is necessary to conduct its business, but no fewer than three times annually. It shall seek the assistance of all Trustees in the course of meeting its responsibilities in accordance with these bylaws and its own rules of procedure, as adopted by the Board of Trustees.

Article XV
Audit Committee

Section 1. Composition and Purpose.

The composition and purpose of the Audit Committee shall be as set forth in the Board Policy Manual.

Section 2. Meetings.

The Committee shall meet as often as is necessary to conduct its business, but no fewer than two times annually. The Committee shall provide reports of all its meetings to the Board of Trustees.

Article XVI
Indemnification

Section 1. Indemnification of Trustees and Officers.

The Principia Corporation shall indemnify, to the fullest extent authorized by law, any person 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 (a “proceeding”), by reason of the fact that he or she is or was a Trustee or officer of The Principia Corporation or The Principia Administrative Corporation or is or was serving at the request of either of those corporations as a director, officer, employee, agent, or trustee of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such proceedings.

Section 2. Indemnification of Employees and Agents.

The Principia Corporation may indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that he or she is or was an employee or agent of The Principia Corporation or The Principia Administrative Corporation or is or was serving at the request of either corporation as a director, officer, employee, agent, or trustee of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such proceedings.

Section 3. Advancement of Expenses.

The Principia Corporation shall pay the expenses (including attorneys’ fees) incurred by a person entitled to indemnification under Section 1 or 2 of Article XVI (an “indemnitee”) in defending any proceeding in advance of its final disposition. If required by law, the indemnitee shall deliver to The Principia Corporation an undertaking to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified for those expenses under Section 1 or 2 of Article XVI.

Section 4. Non-exclusive Rights.

The rights provided by Article XVI shall not be exclusive of any other rights to which any indemnitee may be entitled under any statute, bylaw, agreement, vote of disinterested Trustees, or otherwise both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Trustee, officer, employee, or agent and shall inure to the benefit of his or her heirs, executors, and administrators. Each indemnitee is entitled to rely upon the provisions of Article XVI as a contract with The Principia Corporation. Any amendment, alteration, or repeal of Article XVI that adversely affects any right of an indemnitee shall be prospective only and shall not affect, limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to the effective date of such amendment, alteration, or repeal.

Section 5. Insurance.

The Trustees shall have the power to cause The Principia Corporation to purchase and maintain insurance on behalf of any person who is or was an indemnitee against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not The Principia Corporation would have the power to indemnify him or her against such liability under the provisions of Article XVI.

Article XVII
Conflict of Interest

The Board of Trustees shall maintain a conflict-of-interest policy and review it annually.

Article XVIII
Amendment and Review of Bylaws

Section 1. Amendment.

These bylaws may be amended or repealed at any meeting of the Board of Trustees, provided that any amendment or the repeal of any bylaw is approved by two-thirds of all Trustees. Written notice of the nature of the proposed amendment or the bylaw to be repealed shall be given at least thirty days before the day of the meeting at which the amendment or repeal of the bylaw is to be considered.

Section 2. Review.

These bylaws shall be reviewed periodically by the Secretary of the Board of Trustees and the Executive Committee. The Secretary and the Executive Committee shall recommend any necessary changes to the Board of Trustees.

Revised September 28, 2015.