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Washington and Lee University Bylaws

CHAPTER I: The Board of Trustees

1. Washington and Lee University ("University" or "Corporation") is a non-profit, non-stock Virginia Corporation and institution of higher education whose principal office is 204 West Washington Street, Lexington, Virginia 24450.
2. The Board of Trustees are the ultimate fiduciaries of the University.  Trustees, both individually and collectively, owe a duty of care and loyalty to the University as a whole.  The Board shall consist of not fewer than fifteen (15) members nor more than forty (40) members, with such number to be determined by the Board of Trustees from time to time.  The Board of Trustees shall include the President who shall have full voting privileges.  Trustees shall be nominated by the Governance Committee and elected by the Board.  Except for the President, each Trustee shall serve a term of four (4) years until re-elected.  A Trustee shall be eligible for re‑election to the Board for a second four (4) year term.  Under the following limited circumstances, a Trustee may be re-elected to a third term of up to four (4) years: i) the Trustee is the Rector, ii) the Trustee is the Rector-elect, or iii) other extraordinary circumstances to be determined by the Board.  A former Trustee shall be eligible to be elected again as a Trustee two (2) years following his or her final meeting.
3. A Trustee who serves an initial four (4) year term shall become a Trustee Emeritus upon the completion of service as a Trustee.  A Trustee Emeritus may continue to attend plenary sessions of the meetings of the Board and participate in its deliberations and may be appointed as an advisory member of the Executive Committee or any other committee of the Board, but shall have no vote and shall not be counted in computing a quorum at any meeting or in determining the total number of Trustees required or permitted by the charter or the bylaws as constituting the Board.
4. The Board shall hold at least three (3) regular meetings during each calendar year.  These meetings are usually held sometime in the months of February, May, and October or at such other times as the Board may determine.  The Secretary of the Corporation and Board ("Secretary") shall give or mail written notice of meetings to each Trustee at least ten (10) days before the date of the meeting, but failure of the Secretary to give notice shall not affect the validity or regularity of any such meeting.  Written waiver of notice of a meeting of the Board of Trustees signed by all Trustees and filed with the Secretary shall be the equivalent of timely notice of such meeting.  The presence of any Trustee at any such meeting without objection by such Trustee as to the notice period constitutes waiver of such notice.
5. A special meeting of the Board may be called at any time by the Rector or the President, and shall be called upon the written request of any three (3) Trustees.  Written notice of the time, date, and location of any special meeting of the Board shall be given electronically or by U.S. mail from the Secretary to each Trustee at least ten (10) days before the date of the meeting.
6. A majority of the Trustees shall constitute a quorum for the transaction of business at any meeting.  Except as otherwise provided by law or these bylaws, the action of a majority of the Trustees present at any meeting at which a quorum is present shall be the action of the Board.  In the absence of a quorum, a meeting may be adjourned by those present until such time as a quorum is present.  Any Board member may participate in a meeting of the Board through virtual or telephonic participation that allows all Trustees participating to hear each other simultaneously.  Virtual or telephonic participation shall constitute presence in person at the meeting.  Voting by proxy is not authorized.  Any action required or permitted to be taken by the Board or any Board committee may be taken without an in-person meeting if a unanimous written consent setting forth the actions taken is signed by all members of the Board or Board committee and such written consent is filed with the Secretary and contained in the Board minutes.
7. The affirmative vote of a majority of the Trustees shall be required for the election of the Rector, the President, a Trustee, and the Executive Committee of the Board, for granting tenure to a professor, for the sale of University real estate, for the granting of all degrees, and for such other matters as the Board may specify by resolution.  The granting of tenure to an academic dean or Provost may also be accomplished through the affirmative vote of the Executive Committee of the Board.  Prior to the end of a Rector's term, the Governance Committee shall be responsible for administering the nominating process and submitting a Rector candidate to the full Board for election.
8. The Board, for any cause which it may deem sufficient, including failure or unwillingness to abide by policies and regulations of the Board of Trustees, failure or unwillingness to carry out the duties of a Trustee, or for actions that negatively reflect on the University, may remove a Trustee from office upon the affirmative vote of three‑fourths of the Trustees.  If a Trustee fails to attend three (3) successive regularly scheduled meetings of the Board, the Board by the affirmative vote of a majority of the Trustees, may declare that position to have been vacated.
9. There shall be eight (8) standing committees of the Board; namely, an Executive Committee, as more particularly described in Chapter III; a People and Programs Committee; a Resources Committee; an Investment Committee; a Governance Committee; a University Relations Committee; an Audit Committee; and a Diversity, Equity, and Inclusion Committee.  The Audit Committee shall include at least three (3) Board members with at least one (1) member, or the committee as a whole, having substantial experience in financial matters.  The Board may create such special committees as it deems desirable from time to time.  To the extent not otherwise specified herein, the chairs of each standing and special committee shall be nominated by the Rector and elected by the Board.  Chairs of the standing committees shall serve three (3) year terms or for such other terms as recommended by the Rector and approved by the Board.  Chairs of special committees shall serve terms determined by the Board.  Members of each standing and special committee shall be nominated annually or when otherwise desirable by the Rector, and shall be elected by the Board.  Except for the Executive Committee, the Rector may nominate non-Trustees to serve as voting members on any of its standing committees for terms to be determined by the Board, except the non-Trustees may not vote on any matter in which the committee is exercising the final authority of the Board of Trustees nor will their presence be counted toward or against the establishment of a quorum for the transaction of business by such committee.  These non-trustee committee members shall be elected by the Board.  The powers and duties delegated by the Board to each such committee, shall be assigned annually, or when otherwise desirable, by the Rector, and shall be approved by the Board.  The duties and charges of each Board committee shall be maintained by the Secretary and shall be reviewed periodically by such committees.  To promote the effective and efficient governance of Washington and Lee University, and consistent with the authority granted by the laws of the Commonwealth of Virginia, the Board of Trustees has elected to establish the foregoing standing committees ("committees") of the Board, and to delegate primary substantive and oversight responsibilities to such committees for matters which would otherwise be exercised by the Board as a whole.  By doing so, the Board is neither expanding the scope of fiduciary obligations for members serving on these committees nor altering the standards of applicable conduct for individual Trustees or its committees under the laws of the Commonwealth of Virginia.  The Rector and President shall be ex officio, non-voting members of all Board committees, except for the Executive Committee where both the Rector and President may vote.
10. The Board may hold any regular or special meeting, or any part thereof, in executive session with participation limited to voting Board members and those invited to attend by the Rector or President.

CHAPTER II: Officers of the Board

1. The RECTOR shall be the presiding officer of the Board of Trustees and shall chair the Executive Committee.  He or she shall be a Trustee elected by the Board; shall hold office for a term of four (4) years from the date of election or until a successor is elected; and may serve successive terms in office.  The Rector shall preside over all meetings of the Board, be the spokesperson for the Board, and shall perform such other duties as may be assigned by these bylaws and as the Board may determine from time to time.  In the event of the Rector's absence, temporary disability, or death, the Chair of the Governance Committee shall act for the Rector until the Rector is able to resume his or her duties or the Board elects a new Rector.
2. The Board shall elect, as officers of the Corporation, a President, a Treasurer, and a Secretary, each of whom are fiduciaries of the University.  The President shall receive compensation as determined by the Board and shall hold office at the pleasure of the Board.  The offices of Secretary and Treasurer may be occupied simultaneously by one person.
3. The PRESIDENT of the Corporation shall be the chief executive officer of the University.  He or she shall supervise and direct the other officers of the Corporation and the administrative staff.  Subject to the ultimate authority of the Board, the President shall make and report to the Board determinations pertaining to the composition and structure of the administrative staff, and shall make and report to the Board all appointments to and promotions within the faculty.  Appointments resulting in tenure shall not become effective until approved by the Board, except that the Executive Committee of the Board may grant tenure to an academic dean or Provost.
   
   The President shall be a member and ex officio chair of the faculty.  The President, or the Provost upon delegation of the President, shall be a consulting member of each faculty committee.
   
   The President shall in general oversee, supervise, and direct the policies and development of the University as prescribed by the Board and shall have primary responsibility to the Board in all areas of the University's work not otherwise assigned by the Board.  He or she may from time to time delegate to the other officers of the Corporation, the administrative staff, or the faculty, such portion of his or her duties as deemed appropriate or as the Board may direct.
   
   The Provost shall act for the President in the event of the President's absence, temporary disability, or death until the President is able to resume his or her duties or until further action by the Board.  Upon the death of the President, the Executive Committee shall name an acting President, subject to the approval of the Board, pending the election of a President by vote of the Board of Trustees.
   
   Annually, at such time as the Board may determine, the President shall report to the Board on the status of all matters entrusted to the President.  He or she shall submit to the Board annually a proposed budget of operating expenditures and estimated income for the next ensuing fiscal or academic year, and the Board may approve, disapprove, or modify such proposed budget.
4. The TREASURER of the Corporation shall be the chief financial officer of the University; shall be responsible for the authorized receipt, custody, and disbursement of University funds; shall maintain and be custodian of the financial accounts and records of the University; and, subject to the direction and prior approval of the Board, shall have administrative responsibility for the investment of the funds of the University.
   
   The Treasurer shall give such bond for the faithful discharge of his or her duties as the Board may direct.  The Treasurer's accounts shall be audited and certified annually by a certified public accountant firm or corporation approved by the Board or the Audit Committee, and he or she shall make an annual financial report to the Board at such time as the Board may determine.  In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the President or the Board.
5. The SECRETARY of the Corporation and the Board ("Secretary") shall be responsible for the recording of the proceedings of the Board and its committees.  At least ten (10) days prior to any meeting of the Board, the Secretary shall send the minutes of the preceding meeting of the Board and of its committees to every Trustee, but the failure of the Secretary to comply with this provision shall not affect the validity or regularity of any meeting.  As required by Chapter I, Section 4, the Secretary shall give written notice to the Trustees of all meetings of the Board.  The Secretary shall be responsible for the custody of the records of the Board and its committees, the custody and authorized use of the seal of the Corporation, and the giving of notice of the meetings and actions of the Board and its committees whenever such notice is required or appropriate.  In general, the Secretary shall perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board.

CHAPTER III: Executive Committee

1. The EXECUTIVE COMMITTEE shall consist of the President, the Rector, and six (6) or more Trustees nominated annually by the Rector and elected by the Board. The Rector shall chair the Executive Committee.  The Executive Committee shall meet at such times as it or the Board may determine and at the call of the President, the Rector, or any two members of the Executive Committee.  A majority of the members of this committee shall constitute a quorum for the transaction of business at any meeting thereof, and the action of a majority of the members of the committee present at any meeting at which a quorum is present shall be the action of the committee.  The Secretary of the Corporation shall be the secretary of the Executive Committee.
2. The Executive Committee shall possess the full authority of the Board in the management of the Corporation, except where the Board has by resolution expressly reserved to itself certain authority, and except for the election or removal of the Rector, a Trustee, or any corporate officer, or for the granting of tenure to a member of the faculty, and except for the sale of University real estate, and except for the amendment of these bylaws.  The granting of tenure to an academic dean or Provost may also be accomplished through the affirmative vote of the Executive Committee of the Board.  At each meeting of the Board, the Secretary shall present the minutes of any interim meetings of the Executive Committee.
3. It is the intent of the Board that the Executive Committee be used on an as-needed basis only and that full Board engagement and action shall be the norm to conduct University business.

CHAPTER IV: The Faculty

1. The FACULTY shall consist of only those full-time personnel appointed under one of the following designations:  President, Provost, Associate Provost, Professor, Associate Professor, Assistant Professor, or Instructor.  The academic deans shall also be members of the faculty.  Other employees of the University who have the privilege of teaching or research may be so designated by the Provost or President upon recommendation of the respective dean.  Faculty in phased retirement shall also be considered faculty.  As used in these bylaws, the term "faculty" or "University faculty" means the University faculty except where the reference is explicitly to the law or undergraduate faculty.
2. The PROVOST is the chief academic officer of the University, through direct reporting from the academic deans.  The Provost shall be appointed by the President, after consultation with the Board, and shall perform such duties as may be assigned to him or her by the President.  The Provost shall be a tenured member of the faculty with rank in one of the University's academic departments.  In addition to the overall responsibility for the academic program, the Provost is responsible for the management of various University administrative areas to be assigned by the President.
   • The Provost shall act for the President in the event of the President's absence, temporary disability, or death consistent with these bylaws.
   • The Provost or the President's designee shall chair the President's Advisory Committee and shall perform such duties as may be assigned by the President.
3. Undergraduate and law faculties shall be responsible to the Board for the academic regulation of students, for entrance and graduation requirements, for the approval and supervision of courses of study, and for the recommendation of students for degrees. Undergraduate and law faculties may adopt such rules and regulations as may be necessary and proper for the discharge of their obligations.
4. The President shall be chair of the faculty and shall preside at University and undergraduate meetings unless the Provost or another member of the faculty is appointed by the President to preside.  The Dean of the School of Law shall preside at meetings of law school faculty unless the President, Provost, or another member of the law faculty is appointed to preside by the President, Provost, or Dean of the School of Law.  The academic deans shall be appointed by the Provost after consultation with the President.   The academic deans shall perform such duties as may be assigned to them by the President, Provost, or the faculty.
5. At the call of the President or Provost, the University faculty shall meet not less often than once in the fall and once in the spring of each academic year.  The action of a majority of the faculty members present at any meeting at which a quorum is present shall be the action of the University faculty.  The undergraduate faculty shall meet at the call of the President or Provost.  The law faculty shall meet at the call of the President, Provost, or the Dean of the School of Law.  The law and undergraduate faculties shall conduct business pursuant to their established rules.
6. In University, undergraduate, and law faculty meetings, members of the respective faculties, and others who teach at least one-half of a normal teaching assignment, shall have the privilege of the floor.  All such persons shall have the right to vote, except those whose non‑renewable appointments are for one (1) year or less.
7. The legislation, policies, and actions of the faculty shall be subject to the ultimate authority of the Board, and the Board may call for and review the minutes and records of the faculty at any time.
8. A faculty member who does not hold a position with tenure may be removed by the President.  A faculty member who holds a position with tenure shall not be removed without the approval of the Board, and such removal shall not take place until a hearing pertaining to the cause of removal shall have been held, the hearing to be conducted in such manner and by such person or persons as the Board or the President may prescribe in each instance.  The Board shall not act to approve the removal of a faculty member with tenure until it shall have concluded that a hearing has been held and until it shall have specifically considered the adequacy of such hearing.  In the event the Board should determine in a particular instance that a hearing has not been held or was inadequate, the Board or the President may order that another hearing be conducted.

CHAPTER V: Conflicts of Interest

1. Board members and officers are expected to act in accordance with these bylaws and the University's policy on conflict of interest applicable to Trustees that may be updated from time to time and which is located within the Code of Policies on the University's website

CHAPTER VI: Non-discrimination Statement

The Board recognizes the University's non-discrimination statement and related policies that may be updated from time to time and which are located within the Code of Policies that is located on the University's website. 

CHAPTER VII:

1. Freedom of Worship. Freedom of worship, as guaranteed by the laws of the Commonwealth, shall be enjoyed by all connected with the University, and all sectarian influence in its government is hereby prohibited.
2. University Chapel. The chapel on the University grounds shall be known as "University Chapel." This chapel may be used for the commencement and other University exercises and meetings, and, at the University's discretion, other meetings and events consistent with the mission of the University.
3. Oath of Office. Each Trustee, Rector, and President, prior to commencing the duties of office, shall make oath or affirmation to the following effect before the Rector, Executive Committee, or Board: "I do solemnly swear (or affirm) that I will faithfully discharge the duties of the office to which I have been elected by the Trustees of Washington and Lee University, to the best of my skill and judgment, without fear, or favor.  So help me God."
4. Honorary Degrees. The President's Advisory Committee and the Rector of the Board shall constitute a Committee on Honorary Degrees which shall be chaired by the Provost.  The Board, on its own initiative or upon recommendation of the Committee, may from time to time grant such honorary degrees as it deems proper, and must approve honorary degree recipients.
5. Advisory Committee. So that the knowledge and views of the faculty may be appropriately represented in important decisions facing the University, there shall be an Advisory Committee consisting of the Provost, the academic deans and eight (8) faculty members selected from and by the undergraduate faculty and one (1) faculty member selected from and by the law faculty.  The committee shall make recommendations to the President concerning cases of undergraduate tenure and promotion; sabbatical applications; summer grant applications; honorary degree nominations; other matters of University-wide importance; and the processes by which these decisions should be reached.  The Board shall consult with the committee in considering the selection of a President of the University.  The President shall consult with the committee in considering the selection of a Provost and the Provost shall consult with the committee in considering the selection of an academic dean.
6. The Honor System. In keeping with cherished traditions, the Board of Trustees has delegated to the student body the authority to determine the circumstances under which and the cause for which a student is to be dismissed from the University for matters involving a violation of honor.  In the fulfillment of this responsibility, the student body may create such student organizations and adopt such procedures as may be appropriate.  An officer of the student Executive Committee shall make a report to the Board at each of its regular meetings.
7. Limitation on Liability. In every instance in which the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of directors or officers of a corporation to the corporation, the Trustees and officers of the University shall not be liable to the University.
8. Indemnification of Trustees and Officers. To the fullest extent permitted by applicable law, the University shall indemnify any individual who is, was, or is threatened to be made a party to a proceeding (including a proceeding by or in the right of the University) because such individual is or was a Trustee or officer of the University, or because such individual is or was serving the University or any other legal entity in any capacity at the request of the University while a Trustee or officer of the University, against all liabilities and reasonable expenses incurred in the proceeding, except such liabilities and expenses as are incurred because of such individual's willful misconduct or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the University shall be deemed service at the request of the University. The determination that indemnification under this section 9 is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a Trustee, as provided by law, and in the case of an officer, as provided in section 10 of this Chapter; provided, however, that if a majority of the Trustees of the University has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the person claiming indemnification, be made by special legal counsel selected by such person with the approval of the Board of Trustees, which approval shall not be unreasonably withheld. Unless a determination has been made that indemnification is not permissible, the University shall make advances and reimbursements for expenses incurred by a Trustee or officer in a proceeding upon receipt of an undertaking from such Trustee or officer to repay the same if it is ultimately determined that such Trustee or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the Trustee or officer and shall be accepted without reference to such Trustee's or officer's ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a Trustee or officer acted in such a manner as to make such Trustee or officer ineligible for indemnification. The University is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its Trustees or officers to the same extent provided in this section.
9. Indemnification of Others. The University may, to a lesser extent or to the same extent that it is required to provide indemnification and make advances and reimbursements for expenses to its Trustees and officers pursuant to section 9, provide indemnification and make advances and reimbursements for expenses to its employees and agents, the directors, officers, employees, and any person serving any other legal entity in any capacity at the request of the University, and may contract in advance to do so. The determination that indemnification under this section 10 is permissible, the authorization of such indemnification, and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the Board of Trustees, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person's rights under section 9 shall be limited by the provisions of this section 10.
10. Miscellaneous. The rights of each person entitled to indemnification under this Chapter shall inure to the benefit of such person's heirs, executors, and administrators. Special legal counsel selected to make determinations under this Chapter may be counsel for the University. Indemnification pursuant to this Chapter shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the University, and indemnification under policies of insurance purchased and maintained by the University or others. However, no person shall be entitled to indemnification by the University to the extent he or she is indemnified by another, including an insurer. The University is authorized to purchase and maintain insurance against any liability it may have under this Chapter or to protect any of the persons named above against any liability arising from their service to the University or any other legal entity at the request of the University regardless of the University's power to indemnify against such liability. The provisions of this Chapter shall not be deemed to preclude the University from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above. If any provision of this Chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Chapter, and to this end the provisions of this Chapter are severable.
11. Amendment of Bylaws. These bylaws may be amended by the affirmative vote of a majority of the members of the Board in office at any meeting of the Board.  Any bylaw provision that requires the affirmative vote of more than a majority of the members of the Board in office for action, shall be amended only by such extraordinary vote.