Appendix 1 Amended and Restated Charter of Hendrix College (Adopted June 17, 1903) (as amended February 23, 1931, September 24, 1968, April 8, 1994, and November 3, 1998, and duly ratified by the Little Rock and North Arkansas Conferences of the United Methodist Church on June 7, 1994, and June 14, 1994, June 5, 1999, and June 12, 1999, and the Arkansas Area Conference of the United Methodist Church June, 2003, and June, 2005) ARTICLE I NAME Section 1. This institution shall be designated and known as Hendrix College. LOCATION Section 2. Its legal situs and principal office shall be Conway, Faulkner County, Arkansas. PURPOSE Section 3. The purpose of the corporation shall be (1) to own and operate a co-educational college at Conway, Arkansas, and such other schools, academies, and colleges at Conway or elsewhere as may be deemed advisable; and (2) to carry out the plans, past and future, of the Conferences of the United Methodist Church in Arkansas for the development of Christian education through this institution. ARTICLE II TRUSTEES Section 1. The Board of Trustees of Hendrix College shall be composed of the following members: (a) The President of Hendrix College. (b) The presiding Bishop of the Arkansas Conference of the United Methodist Church. (c) Ten ordained clergy elected by the Arkansas Conference of the United Methodist Church, who shall at the time of their election and throughout their term, be in full connection with the Arkansas Conference. (d) A maximum of twenty-nine persons as Trustees-at-Large to be elected by the Board of Trustees of Hendrix College.
(e) The Arkansas Conference Director of Ministries of the United Methodist Church or such other person or persons holding substantially similar offices as may be designated by said Conference. (f) The persons designated "Life Trustees," who have been elected as Life Trustees by the Board of Trustees and who as of the 1968 Annual Conference of the North Arkansas Conference and the Little Rock Conference (known henceforth as the Arkansas Annual Conference) of the United Methodist Church shall have served for not less than eighteen (18) years as Trustees of Hendrix College. Section 2. Not less than 50 percent of the members of the Board of Trustees shall be alumni or alumnae of Hendrix College as defined by Article III, Section 1 of the Amended Charter of the College. Section 3. The initial two terms of each at-large member of the Board of Trustees shall be six years each term. Subject to the provisions of Article II, Section I, ordained clergy shall serve as Trustees for no longer than one term of six years, provided that, after an absence of three successive years, he/she may be reappointed to another full term on the Board of Trustees. Trustees-at-Large shall serve initially no more than two terms of six years each. After that period of initial service for at-large members, Trustees may serve subsequent three-year terms provided that the recommendation for continued service originates in the Committee on Trustees and is approved by the Executive Committee and the Board of Trustees. Any Trustee will be eligible to serve on any committee of in any office. Provided, however, the limitations set forth in this section shall not apply to members of the Board of Trustees who serve by virtue of the office of Bishop, Arkansas Conference Director of Ministries, or President of the College. The provisions of this section shall not apply to persons who, in accordance with Article II, Section 1 (g), are designated as Life Trustees. Section 4. Nominations for the office of Trustee shall be made by the Executive Committee of the Board of Trustees. In the event the electing body shall fail to elect a Trustee from the names submitted by the nominating committee, additional nominations shall be submitted. Nominations made by the Executive Committee shall conform to the requirements of membership on the Board of Trustees set out in Article II, Sections 1 and 2, and due consideration shall be given by the Executive Committee to the demographic distribution of the Trustees-at-Large. Section 5. Vacancies in the Board of Trustees occasioned by death, disability, or resignation shall be filled by election by the Board of Trustees in the manner described in Section 4 above. Section 6. The Board of Trustees shall have the powers, duties, and responsibilities traditionally vested in Boards of Trustees of institutions of higher education, said powers, duties, and responsibilities to include but not be limited to the following: (a) To hold, manage, invest, and reinvest all of the property, endowments, and assets of Hendrix College. (b) To elect a President and such other officers of the College as the Board shall deem necessary or appropriate. (c) To contract and to be contracted with; to sue and to be sued; to borrow money and to give security therefor; to make and use a common seal and to alter the same; to buy, sell, mortgage, and otherwise deal in property, real, personal, and mixed, and to take and hold property by gift, conveyance, demise, or bequest; to enter into cooperative relations with Appendix 1-2
other educational institutions; to lend its funds, to buy and sell stocks, bonds, debentures, and other securities; to erect buildings and equip same; to receive money subject to annuity; to operate and maintain said institution or institutions of learning; and to do all things necessary for efficient management. (d) To confer customary degrees and honorary degrees. (e) To establish, acquire, and manage other schools, departments, or colleges subject to the approval of the Arkansas Conference of the United Methodist Church. (f) To exercise in a fiduciary capacity any powers now or hereafter granted to Boards of Directors of a business or corporation by the Statutes of Arkansas. (g) To exercise in a fiduciary capacity all powers now or hereafter granted a business corporation or a nonprofit corporation by the Statutes of Arkansas. Section 7. The Board of Trustees shall be charged with the government of Hendrix College and with the appointment of its officers and instructors and with fixing their compensation, but the Board may delegate such powers as it sees fit to the President or to the faculty. Section 8. The Board of Trustees shall designate an Executive Committee and such other committees as may be necessary or appropriate. When the Board of Trustees is not in session, the Executive Committee shall exercise the powers granted to the Board of Trustees, subject to any specific limitations imposed by the Charter or By-Laws or by action of the full Board of Trustees. The Board of Trustees shall have the power to delegate the powers, duties, and responsibilities which it exercises to the President of the College or to a committee of the Board of Trustees other than the Executive Committee. Section 9. The Board of Trustees shall adopt By-Laws to govern the business and affairs of Hendrix College. ARTICLE III ALUMNI Section 1. The alumni of Hendrix College, the alumni of Henderson-Brown College, and the alumnae of Galloway Woman's College are alumni and alumnae of Hendrix College. ARTICLE IV QUORUM Section 1. Eighteen members of the Board shall constitute a quorum and a majority of those present shall be empowered to transact business, provided that at least twelve votes shall be required to pass any measure. ARTICLE V OFFICERS Section 1. The officers of the Board of Trustees shall be a Chair and a Vice Chair who shall be members of the Board and a Secretary who shall not be required to be a member of the Board Appendix 1-3
and such other officers and committee chairs as the Board may from time to time designate. Section 2. The term of office for each officer of the Board shall be three years, provided, officers shall serve until their successors are duly elected and qualified. Section 3. The officers of the Board shall perform the customary duties of such offices and such other duties as the Board may designate. ARTICLE VI AMENDMENTS Section 1. Whenever the Trustees of this institution are desirous of changing the name of the College or the provisions of its Charter, they may meet at such a time as may be designated in the call at the regular place of meeting and change the name of the College or the provisions of its Charter; provided, that a majority of all the Trustees shall consent to such a change and that no such change shall be made without due notice of such meeting and the specific intention thereof given to the several Trustees at least ten days before the meeting. Section 2. No amendment of this Charter shall be effective until ratified by the Arkansas Conference of the United Methodist Church or its successor or by the Board of Education of said Conference, when power to ratify such amendments is delegated to said Board of Education by the Conference. Section 3. Any change or amendment to the Charter of Hendrix College shall conform to the laws of the State of Arkansas. Appendix 1-4
Section 2 Bylaws of Hendrix College (Revised April 1994) BY-LAWS OF HENDRIX COLLEGE REVISED MAY 1998 Section 1. The affairs of Hendrix College shall be managed by a Board of Trustees (herein the "Board") duly elected and qualified pursuant to Article II of the Charter of Hendrix College, provided, the Board may from time to time delegate management functions to the President, or other officer or agent of Hendrix College (herein the "College"), committees of the Board or committees of the faculty. Section 2. The Board shall hold two regular meetings each year. One regular meeting shall be held during the months of October, November, or December (the "Fall Meeting") and one meeting shall be held during the months of March, April, or May (the "Spring Meeting"). The dates of the regular meetings of the Board shall be fixed each year by the Chair of the Board and the President. Section 3. Special meetings of the Board may be called by either (i) the President; (ii) The Chair of the Board; (iii) The Executive Committee; or (iv) any ten members of the Board. Section 4. All meetings of the Board shall be held in the State of Arkansas. Section 5. The person or group calling a meeting of the Board shall file with the President and with the Secretary Treasurer a written notice setting out the time (which shall be at least fourteen (14) days after the filing of the notice) and place where the regular or a special meeting of the Board will be held. The President shall give not less than ten (10) days written notice to each member of the Board of the time and place where such meeting of the Board shall be held. A member of the Board may waive notice of any meeting and the presence of any member at the meeting shall constitute a waiver of notice of such member. The Executive Committee in an emergency may reduce the time of notice of a meeting to three (3) days. Section 6. The officers of Hendrix College shall consist of a Chair of the Board, a Vice Chair of the Board, a President, a Dean of the College, one or more Vice Presidents, a Secretary-Treasurer, and such other officers as the Board may from time to time designate. Appendix 1-5
Section 7. The Chair of the Board and the Vice Chair of the Board shall serve for a term of three years. All other officers of the College shall serve at the pleasure of the Board, subject to the terms of any written employment contract. Section 8. The officers of Hendrix College shall perform the ordinary duties of their offices as fixed by custom, provided, the Board or President may from time to time fix additional duties or limit the customary duties performed by such officers. Section 9. Each member of the Board, including life members, shall be entitled to cast one vote on all matters submitted to the Board. A quorum for any meeting of the Board shall consist of not less than eighteen (18) members. All measures submitted to the Board shall be decided by a majority of the members voting on such measure, subject to the following limitations: (a) No measure shall be adopted or other action taken without the affirmative votes of not less than twelve members; b) The By-Laws shall not be amended without the affirmative vote of two-thirds (2/3) of the members present and voting. Section 10. All matters submitted to the Board shall be determined by a taking of the "ayes" and the "nays" provided, upon the request of any two members of the Board, the vote shall be taken by secret ballot. Section 11. There will be an Executive Committee of the Board of Trustees selected as indicated in the most recent Statement of Operating Procedures pertaining to Board Committees. In the absence of any expressed limitation on their authority imposed by the Board, the members of the Executive Committee shall exercise all powers granted by the Board by the Charter or by these By-Laws when the Board is not in session, provided all actions of the Executive Committee not affecting legal status shall be subject to review by the Board. The Executive Committee shall meet on call by the President or the Chair of the Board. No action shall be taken by the Executive Committee without the affirmative votes of four members. Section 12. At the Spring meeting the Board shall elect members of Board committees as outlined in the most recent Statement of Operating Procedures pertaining to Board committees. Section 13. The Executive Committee shall submit a proposed annual budget to the Spring Meeting of the Board. The adoption of the budget by the Board shall be deemed authority for the officers of the College to expend the funds of the College pursuant to the terms of such budget. Section 14. Appendix 1-6
The Board may from time to time create additional committees to perform specific functions. Such ad hoc committees shall exist for one year, provided, the Board may extend the term of such committees. The Chair of the Board and the President of the College shall serve as members of such ad hoc committees. The Chair of the Board shall designate the members and persons to serve on such committees. Section 15. The fiscal year of the College shall begin August 1 and end July 31. Section 16. The faculty shall consist of the President, Vice Presidents, Dean of the College, and all officers of instruction above and including the rank of instructor. The faculty shall meet upon the call of the President or Dean of the College and shall make rules governing its own procedure and shall constitute such committees as may be appropriate. The faculty shall prescribe, subject to the approval of the Board, requirements for admission, for courses of study, for degrees, and for graduation, and shall recommend to the Board candidates for all academic and honorary degrees. The faculty is responsible for promoting the education and the welfare of students as defined within the Statement of Purpose of the College. To this end, the faculty, through policy and participation, shall supervise all student organizations and oversee all other student activities sanctioned by the College. Each member of the faculty shall contribute appropriately to the fulfillment of these responsibilities. Section 17. All degrees, whether earned or honorary, shall be conferred by action of the Board upon the recommendation of the faculty or a committee established by the faculty. Section 18. The faculty shall be elected by the Board upon the recommendation of the President. The President shall have authority to make interim appointments to the faculty, subject to subsequent ratification by the Board. Section 19. Upon the recommendation of the President and a committee of the faculty, with such recommendation being based upon a formal evaluation process, the Board may, in its sole discretion, grant tenure to members of the faculty. Section 20. No member of the Board, the Executive Committee or the Endowment Committee may vote by proxy. The Executive Committee or the Endowment Committee may act without a meeting upon the concurrence of a majority of the members thereof given by telephone or by mail, provided, that no member of such committee requests a meeting or objects to the telephone or mail vote. Section 21. No loans of the Endowment Fund shall be made to any member of the Board of Appendix 1-7
Trustees, officer, or employee of the College, or to any of the immediate members of the family of such persons, nor shall any member of the Board of Trustees, officer, or employee gain through any investment of the endowment fund. No loans of the endowment fund shall be made to any religion or fraternal or charitable organizations. Section 22. The Board, the Executive Committee, and the Endowment Committee may from time to time adopt Statements of Operating Procedures. Such statements of operating procedures shall be placed in the minute book of the College and shall have the force and effect of a By-Law of the College, until rescinded or modified by the Board. All statements of operating procedures adopted by the Executive Committee or the Endowment Committee shall be reported to the next meeting of the Board following their adoption. Section 23. All contracts, documents, or other written evidences of actions taken by the College or involving the College shall be signed by either the President, the Chair of the Board, the Vice Chair of the Board, or a Vice President; and shall also be attested by either the Secretary Treasurer or by such other officers or agents of Hendrix College as the Board may from time to time designate, or, if such documents involve the management of the Endowment Fund, as the Endowment Committee may from time to time designate. Section 24. The By-Laws of Hendrix College may be amended at any meeting of the Board, but not by the Executive Committee, by a vote of two-thirds (2/3) of the members of the Board present and voting, provided, such amendment receives not less than twelve (12) affirmative votes. Appendix 1-8