NORTH PARK UNIVERSITY CONSTITUTIONAL AMENDMENTS These Constitutional and Bylaw Amendments for North Park University (NPU) come to you as a recommendation from the Board of Trustee of North Park University and the ECC Executive Board. The purpose of a Constitution is to set forth the fundamental principles of an organization, which is the intent of the attached restatement. The current version contained many procedural and governance items that are more appropriately caste in the bylaws of an organization. Many of the provisions of the proposed Constitution have been deletions incorporated in a more cohesive manner into the Amended and Restated Bylaws of the University. According to North Park University bylaws, amendments to the Constitution of the University require approval of the ECC Annual Meeting. In summary, the proposed amendments: clarify and reaffirm the nonprofit nature and ECC affiliate status of the University, operating within the State of Illinois; and ECC as the Sole Member, with its vested authority and power. Moves procedural matters from the Constitution to the Bylaws. Page 1 of 30
AMENDED AND RESTATED CONSTITUTION OF NORTH PARK UNIVERSITY, An an Illinois Not for Profit Corporation (Revised April 24, 1999, with clerical error corrected January 7, 2015) ARTICLE I. Name and Purposes. Section 1. Name. The name of the corporation is PREAMBLE North Park University (the University ). The location of its principal office is Chicago, Illinois. Section 2. Purpose. The Universityis affiliated with The Evangelical Covenant Church, and is organized exclusively for educational, religious, charitable, scientific, and literary purposes within the meaning of Section 501 C ((c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of a future United States Internal Revenue laws (hereinafter the Code ), including, for such purposes, the making of distributions tofor organizations that qualify as exempt organizations under Section 501C (501(c)(3) of the Code. Consistent with these purposes, the University provides, in affiliation with thethe Evangelical Covenant Church, undergraduate and graduate education, including a theological seminary, that integrates Christian faith and, learning., and service. North Park University, in order to accomplish its mission and purposes, has formulated and adopted this Constitution and Bylaws. North Park University shall be governed by this Constitution and Bylaws, its Articles of Incorporation, and all applicable laws. CONSTITUTION ARTICLE II. Membership.I Name and Incorporation Section 1.1 The name of the corporation is North Park University (the University ). The University is organized as a not for profit corporation under the laws of the State of Illinois. ARTICLE II Offices -1-1 4819-9924-4590, v. 1 Page 2 of 30
Section 2.1 The location of the principal office of the University is in Chicago, Illinois. The University may have such other offices, either within or without the State of Illinois, as the Board of Trustees may determine or as the affairs of the University may require from time to time. ARTICLE III Member. Section 3.1 The University shall have one class of membership. The sole member of the University is The Evangelical Covenant Church, an Illinois not for profit corporation (hereinafter called the Covenant )., ECC ). The ECC shall have all of the rights provided to the University s member (i) under the University s Articles of Incorporation, and Constitution and Bylaws, (ii) under the ECC s Articles of Incorporation, and Constitution and Bylaws, and (iii) afforded to voting members of an Illinois not for profit corporation under the Illinois General Not for Profit Corporation Act to the extent such rights are not modified or superseded by the University s Articles of Incorporation, and Constitution and Bylaws, or the ECC s Articles of Incorporation, and Constitution and Bylaws. A convention of delegates representing member churches of the ECC known as the Annual Meeting is the highest constituted authority of the ECC ( ECC Annual Meeting ). The Executive Board of the ECC ( ECC Board ) is the agent of the ECC Annual Meeting in making decisions for, and otherwise acting on behalf of, the ECC when the Annual Meeting is not in session. Article III of the University s Bylaws entitled Powers Reserved by the Member, as well as the Constitution and Bylaws of the ECC, specify powers reserved by the ECC as the sole member of the University, and set forth whether such powers are to be acted upon and approved by either the ECC Annual Meeting or the ECC Board. Section 2. Annual Meeting. The annual meeting of the University is held at the same time and place as the annual meeting of the Covenant. Section 4.1. Number and Election ARTICLE III. ARTICLE IV Board of Trustees. a. Number The affairs of the University shall, subject to the reserved powers of the Member, be managed by thea Board of Trustees (hereinafter called Trustees ) which shall consist of thirty-one to thirty-six members, twenty-four elected by the Covenant (including four representing cultural study centers and nominated by the Trustees), 3 ex-officio, and up to 9 nominated by the Trustees, and appointed by the Executive Board of the Covenant (hereinafter called Covenant Board ). b. Composition At least 5 of the Trustees elected by the Covenant shall be clergy and at least 4 shall be lay persons. The 1-9 members, nominated by the Trustees and appointed by the Covenant Board shall be -2-1 4819-9924-4590, v. 1 Page 3 of 30
1) Of Christian profession, character, and church membership either within or from outside of the Covenant. 2) In complete harmony with the purposes of the University. c. Covenant Elected Trustees At each Annual Meeting of the Covenant, at least four Trustees shall be elected by majority vote of the delegates to the Annual Meeting for terms of five years to replace the Trustees whose terms have expired. d. Ex-Officio Trustees The three ex-officio Trustees shall consist of the President of the Covenant, the President of the University, and such persons as the Executive Board of the Covenant (hereinafter called the Covenant Board ) shall from time to time designate from among its members e. Board Nominated Trustees Trustees nominated by the Board of Trustees shall serve terms of five years each. Section 2. Meetings. Meetings of the Trustees, regular or special, may be held either within or without the State of Illinois. Regular meetings shall be held at least three times a year at such time and place as the Trustees may fix by resolution and without further notice. Special meetings of the Trustees may be called by the Chairman or the President on four days notice by telephone, telegram, or mail. Section 3. Quorum. Twelve Trustees shall constitute a quorum for the transaction of business at any meeting of the Trustees. At a meeting at which a quorum is present, the act of a majority of the Trustees present shall be the act of the Trustees, provided that a vote of three-fourths of the Trustees present shall be required for action on nomination for President, serious charges against the President, purchase or sale of property involving as more than $1000,000 in amount in any case, construction of buildings, or establishment or dis-continuance of major educational unitsfully set forth in the University s Bylaws. ARTICLE V Dissolution Section 4. Duties. Without limiting the general powers and duties of the Trustees in managing the affairs5.1 Dissolution of the University, the Trustees must be approved by the ECC Annual Meeting. The assets of the University shall establish basic policy relating to the faculty and student body, curriculum and instruction, development, educational administration, fiscal management, and plant operation. ARTICLE IV. Officers Section 1. Designation and Election. a. Officers, upon dissolution, be distributed as set forth in the Articles of the University -3-1 4819-9924-4590, v. 1 Page 4 of 30
The officersincorporation of the University. ARTICLE VI Amendments shall consist of at least the following: 1) The Chairman, the Vice Chairman, the Secretary and the Treasurer of the Trustees. 2) The President and Vice President(s) of the University. 3) Other officers and assistant officers as deemed necessary by the Trustees. b. Election of Officers 1) The Chairman, Vice Chairman, Secretary and Treasurer shall be nominated by the Executive Committee of the Trustees and elected annually by the Trustees from among its members at its spring meeting. 2) The President of the University shall be nominated by the Trustees, and such nomination approved by the Covenant Board. The President Section 6.1 Proposed amendments to this Constitution shall be introduced in writing at an ECC Annual Meeting but cannot be acted upon until the next Annual Meeting. Section 6.2 At least ninety days before the ECC Annual Meeting when final action is to be taken on a proposed amendment to the Constitution, the corporate secretary of The ECC shall send a copy of each proposed amendment to each ECC congregation and shall cause the text of each proposed amendment to be published in the official print publication of the ECC and/or in the electronic media the ECC regularly uses for communication with ECC congregations and members of the ECC congregations. Section 6.3 A proposed amendment to this Constitution shall be called for an indefinite term by a majorityadopted upon the affirmative vote of twothirds of the delegates present and voting at the Annual Meeting of the Covenant. 3) The Vice President(s) of the University shall be nominated by the President and elected by the Trustees. 4) The Trustees may appoint such other officers and assistant officers as it may deem necessary, none of whom need be a director. Section 2. Duties and Responsibilities. a. Chairman The Chairman shall preside at all meetings of the Trustees and shall have such other duties as the Trustees may prescribe. -4-1 4819-9924-4590, v. 1 Page 5 of 30
b. Vice Chairman The Vice Chairman shall perform the duties of the Chairman in the Chairman s absence and shall have such other duties as the Trustees may prescribe. c. President The President shall be the chief executive officer of the University. The President shall have administrative responsibility for the over-all educational program, fiscal management and development of financial resources and operation of the physical plant of the University within the framework of policy established by the Trustees. In consultation with the Finance Committee, the President shall prepare the annual budget for presentation to the Trustees and shall make an annual report to the Annual Meeting of the Covenant. The President shall serve as the official medium of communication with the Covenant Board and between the Trustees and the administration, the faculty, and the students. d. Vice President The Vice President and Vice Presidents shall perform such duties as determined by the President or the Trustees. e. Secretary The Secretary shall be responsible for the keeping of all minutes and records of the University and of the Trustees. The Secretary shall have the custody of the University s seal and shall perform the usual duties pertaining to the office of a Secretary. f. Treasurer The Treasurer shall be responsible for collecting, receiving, and having custody of all moneys due or belonging to the University. The Treasurer shall be responsible for paying all bills and shall perform the usual duties pertaining to the office of a Treasurer. The Treasurer shall keep or cause to be kept regular and correct accounts, and shall submit a financial report at each regular meeting of the Trustees. The Trustees may authorize the appointment of a fiscal officer or officers for the effective functioning of this office. g. Assistant Officers The Trustees may elect an Assistant Secretary, an Assistant Treasurer, or such other officers as deemed necessary, none of whom need be a director, and who shall perform such duties as may be delegated to them from time to time by the Trustees or their superior officers. Section 3. Removal of Officers. Any officer may be removed by the persons authorized to elect such officer, whenever in their judgment the best interests of the University will be served thereby. ARTICLE V. Committees. Section 1. Appointment of Committees. At its first regular meeting following the Annual Meeting of the University, the Trustees shall on recommendation of the Chairman, appoint the chairman and other members of each of the committees of the Trustees: Academic, Admission and Financial Aid, Bylaws and Board Process, Campus Development, Executive, Finance, Multi-Cultural, Seminary, Student Development, and University Relations and Development. -5-1 4819-9924-4590, v. 1 Page 6 of 30
The members of each committee shall serve until their successors are appointed. The Chairman and President shall be ex-officio members of all committees. All committees shall be advisory to the Trustees except to the extent otherwise provided in this Article V. Section 2. Standing Committees Duties and Responsibilities. a. Academic Committee The Academic Committee shall be comprised of at least three members of the Trustees and such other persons as the Trustees shall determine. This Committee, in consultation with the President shall advise the Trustees on matters pertaining to its respective educational unit. b. Admission and Financial Aid Committee The Admission and Financial Aid Committee shall be comprised of at least three members of the Trustees and such other persons as the Trustees shall determine. This committee, in consultation with the President shall advise the Trustees on matters pertaining to undergraduate and graduate admission and financial aid. c. Bylaws and Board Process Committee The Bylaws and Board Process Committee shall be comprised of at least three members of the Trustees and such other persons as the Trustees shall determine. This committee, in consultation with the President shall advise the Trustees on matters pertaining to the Board s bylaws and various Board processes (e.g. Board evaluation, selection etc.) d. Campus Development Committee The Campus Development Committee shall be comprised of at least three members of the Trustees and such other persons as the Trustees shall determine. This committee, in consultation with the President shall advise the Trustees on matters pertaining to the campus facilities and properties. e. Executive Committee The Executive Committee shall be comprised of the Officers of the University who are also members of the Trustees, the Chairman of the Finance Committee, the President of the Covenant, and such other members of the Trustees as it may determine. This Committee, to the extent permitted by law, and within clearly established Trustees policy or as instructed by the Trustees policy or as instructed by the Trustees, shall have and may exercise the authority of the Trustees between meetings. Action taken at any meeting of the Executive Committee shall be reported to the Trustees at its next meeting for ratification. f. Finance Committee The Finance Committee shall be comprised of at least three members of the Trustees and such other persons as the Trustees may designate. This committee in consultation with the President, shall advise the Trustees on all matters pertaining to the investments and financial affairs of the University, including the preparation of the annual budget. This committee shall have authority to purchase and sell investment securities for all funds including the Endowment Fund (subject to the rules of this committee) and to engage investment counsel. -6-1 4819-9924-4590, v. 1 Page 7 of 30
g. Multi-Cultural Committee The Multi-Cultural Committee shall be comprised of at least three members of the Trustees and such other persons as the Trustees shall determine. This committee, in consultation with the President shall advise the Trustees on matters pertaining to ongoing institutional efforts related to racial, ethnic and gender diversity. h. Seminary Committee The Seminary Committee shall be comprised of at least three members of the Trustees and such other persons as the Trustees shall determine. This committee, in consultation with the President shall advise the Trustees on matters pertaining to its respective educational unit. i. Student Development Committee The Student Development Committee shall be comprised of at least three members of the Trustees, and other such persons as the Trustees may designate. The Committee in consultation with the President shall advise the Trustees on matters pertaining to student activities of the undergraduate college. j. University Relations and Development Committee The University Relations and Development Committee shall be comprised of at least three members of the Trustees, and other such persons as the Trustees may designate. This committee in consultation with the President shall advise the Trustees on matters pertaining to university relations (e.g. alumni, church, corporate, parents, community etc.) and development. Section 3. Other Committees. The Trustees may appoint other committees from time to time for the purpose of carrying out particular assignments of matters referred to it by the Trustees. Any Committee may adopt rules, not inconsistent with this Constitution to govern its proceduresecc. ARTICLE VI. Faculties. Section 1. Appointment of Faculty Members a. President of the Corporation (See Article IV, Section 1, b2) b. President and Dean of the Seminary The President and Dean of the Seminary shall be an ordained minister in good standing, shall be recommended by the Trustees, approved by the Covenant Board, and elected for an indefinite term by a majority vote of the delegates at an Annual Meeting of the Covenant. c. Undergraduate College Faculty All permanent faculty members shall be recommended by the President of the University, and ratified by the Trustees consistent with Article I, Section 2(a) of this Constitution. The Trustees upon recommendation of the President controls all conditions of faculty employment. -7-1 4819-9924-4590, v. 1 Page 8 of 30
d. Seminary Faculty 1) Full time faculty members shall be recommended by the President and Dean of the Seminary and the President of the University, approved by the Trustees, examined by the Covenant Board of the Ministry with respect to their Christian faith and their understanding and support of Covenant Principles, approved by the Covenant Board, and elected by the Annual Meeting of the Covenant. The Annual Meeting shall have the power of final approval. One the Annual Meeting has given its approval, the tenure, and all other conditions of employment, including promotion, of the faculty member shall be governed by the Trustees. All full time faculty members shall be ordained ministers in good standing or be certified as a Commissioned Worker in Christian Education for purposes of teaching in the field of Christian Education. Section 2. Academic Freedom and Tenure. The American Association of University Professors principles of academic freedom and tenure provide the governing framework. Policies and procedures within this framework may be adopted by the Trustees and reflected in the respective faculty handbooks. Section 3. Charges. Charges against a member of the faculty must be made in writing to the President who shall ascertain the validity of the allegations and attempt to resolve them. If the President s decision in the case is unsatisfactory to the complainant or the faculty member, a request for a hearing by the Trustees may be presented to the Chairman. If the faculty member in question was approved by the Covenant Board, the Trustees shall obtain the approval of the Covenant Board before taking disciplinary action. Such action shall be reported to the Annual Meeting of the Covenant for ratification. Section 4. Resolution of Differences. In the event of serious and continuing differences between the Faculty and the President, the matter may, at the request of either Faculty, be referred by the Chairman of the Trustees to the Executive Committee of the Board, and if necessary, to the Trustees for resolution. ARTICLE VII. Students Section 1. Undergraduate and Graduate Admission. Persons of good moral character who meet the educational prerequisites established by the general faculty shall be admitted as students to the undergraduate programs and graduate programs. No person who meets the requirements of good moral character and the educational prerequisites shall be denied admission to the undergraduate and graduate programs on the basis of race, religion, or sex. Section 2. Admission to the Seminary. A student admitted to the Seminary must, in addition, meet the requirements set forth in the Admission Policy adopted by the Trustees. Section 3. Discipline. The President shall have final responsibility for discipline of students, and he may suspend or expel a student whose conduct is unbecoming as a member of the student body of the University. When such action involves a student of the Seminary, it shall be subject to ratification by the Trustees. ARTICLE VIII. General Provisions. Section 1. Contracts, Tuition, and Fees. The following types of transactions shall require approval of the Trustees upon recommendation of the President and concurrence of the appropriate standing committee. -8-1 4819-9924-4590, v. 1 Page 9 of 30
a. The issuance and termination of full-time, multi-year faculty contracts; b. The fixing of faculty salary schedules, approval of faculty for tenure, rank and leave of absence; c. The establishment of tuition, fees, and discounts; d. The establishment of the annual budget and any major modifications thereof; and e. Expenditures or commitments not contemplated in the annual budget. Section 2. Fiscal Year. The fiscal year of the University shall end on the last day of June of each year. Section 3. Amendments. This Constitution may be amended or repealed only with the following procedure: Amendments or the repealing of any part of the Constitution shall be presented for a first reading at any regular meeting of the Trustees, and voted upon at the next regular meeting of the Trustees. 7/99 Note: Changes appear in BOLD PRINT f:\shared\clients\north park university\north park university\corporate documents\2015 revisions\constitution amended & restated v2.docx -9-1 4819-9924-4590, v. 1 Page 10 of 30
AMENDED AND RESTATED CONSTITUTION OF NORTH PARK UNIVERSITY, an Illinois Not for Profit Corporation PREAMBLE North Park University is affiliated with The Evangelical Covenant Church, and is organized exclusively for educational, religious, charitable, scientific and literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of a future United States Internal Revenue laws (hereinafter the Code ), including for such purposes, the making of distributions for organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. Consistent with these purposes, the University provides, in affiliation with The Evangelical Covenant Church, undergraduate and graduate education, including a theological seminary, that integrates Christian faith, learning, and service. North Park University, in order to accomplish its mission and purposes, has formulated and adopted this Constitution and Bylaws. North Park University shall be governed by this Constitution and Bylaws, its Articles of Incorporation, and all applicable laws. CONSTITUTION ARTICLE I Name and Incorporation Section 1.1 The name of the corporation is North Park University (the University ). The University is organized as a not for profit corporation under the laws of the State of Illinois. ARTICLE II Offices Section 2.1 The location of the principal office of the University is in Chicago, Illinois. The University may have such other offices, either within or without the State of Illinois, as the Board of Trustees may determine or as the affairs of the University may require from time to time. -1-4811-2615-1213, v. 1 Page 11 of 30
ARTICLE III Member Section 3.1 The University shall have one class of membership. The sole member of the University is The Evangelical Covenant Church, an Illinois not for profit corporation (hereinafter, ECC ). The ECC shall have all of the rights provided to the University s member (i) under the University s Articles of Incorporation, and Constitution and Bylaws, (ii) under the ECC s Articles of Incorporation, and Constitution and Bylaws, and (iii) afforded to voting members of an Illinois not for profit corporation under the Illinois General Not for Profit Corporation Act to the extent such rights are not modified or superseded by the University s Articles of Incorporation, and Constitution and Bylaws, or the ECC s Articles of Incorporation, and Constitution and Bylaws. A convention of delegates representing member churches of the ECC known as the Annual Meeting is the highest constituted authority of the ECC ( ECC Annual Meeting ). The Executive Board of the ECC ( ECC Board ) is the agent of the ECC Annual Meeting in making decisions for, and otherwise acting on behalf of, the ECC when the Annual Meeting is not in session. Article III of the University s Bylaws entitled Powers Reserved by the Member, as well as the Constitution and Bylaws of the ECC, specify powers reserved by the ECC as the sole member of the University, and set forth whether such powers are to be acted upon and approved by either the ECC Annual Meeting or the ECC Board. ARTICLE IV Board of Trustees Section 4.1 The affairs of the University shall, subject to the reserved powers of the Member, be managed by a Board of Trustees as more fully set forth in the University s Bylaws. ARTICLE V Dissolution Section 5.1 Dissolution of the University must be approved by the ECC Annual Meeting. The assets of the University shall, upon dissolution, be distributed as set forth in the Articles of Incorporation of the University. ARTICLE VI Amendments Section 6.1 Proposed amendments to this Constitution shall be introduced in writing at an ECC Annual Meeting but cannot be acted upon until the next Annual Meeting. Section 6.2 At least ninety days before the ECC Annual Meeting when final action is to be taken on a proposed amendment to the Constitution, the corporate secretary of The ECC shall send a copy of each proposed amendment to each ECC congregation and shall cause the text of each proposed amendment to be published in the official print publication of the ECC and/or in the electronic media the ECC regularly uses for communication with ECC congregations and members of the ECC congregations. -2-4811-2615-1213, v. 1 Page 12 of 30
Section 6.3 A proposed amendment to this Constitution shall be adopted upon the affirmative vote of two-thirds of the delegates present and voting at the ECC Annual Meeting. c:\users\bethr.lawep\nd office echo\vault-o8cdnxmq\constitution amended & restated v2 4817-3711-8763 v.1.docx -3-4811-2615-1213, v. 1 Page 13 of 30
Adopted AMENDED AND RESTATED BYLAWS OF NORTH PARK UNIVERSITY, an Illinois Not For Profit Corporation ARTICLE I OFFICES, PURPOSE AND POWERS, AND AFFILIATION Section 1.1 Offices. The name of the corporation is North Park University (hereinafter the "University"). The University is organized under the laws of the State of Illinois, and the location of its principal office is in Chicago, Illinois. The University may have such other offices, either within or without the State of Illinois, as the Board of Trustees may determine or as the affairs of the University may require from time to time. Section 1.2 Purpose and Powers. a. Purpose. The University is organized exclusively for educational, religious, charitable, scientific, and literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of future United States Internal Revenue laws (hereinafter the "Code"), including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. Consistent with these purposes, the University provides, in affiliation with The Evangelical Covenant Church, undergraduate and graduate education, including a theological seminary, which integrate Christian faith, learning, and service. b. Powers. Subject to the limitations contained in the University s Articles of Incorporation ( Articles of Incorporation ) and bylaws ( Bylaws ), the University is empowered and authorized to receive (whether by gift, bequest, devise or other form of donation), acquire, buy, take hold, own, manage, invest, lease, mortgage, exchange, convey, donate, and dispose of any and all kinds of property, real, personal or mixed; to borrow and lend money; to do all things necessary, incidental or advantageous to the aforesaid purposes of the University for the carrying on or execution of same; and, to do all other things permitted by law that are consistent with the purposes set forth in Section 1.2(a) of these Bylaws. Page 14 of 30 1
Section 1.3 Affiliation. The University is affiliated with The Evangelical Covenant Church, an Illinois not for profit corporation. ARTICLE II MEMBER Section 2.1 Member. The University shall have one class of membership. The sole member of the University is The Evangelical Covenant Church, an Illinois not for profit corporation (hereinafter, ECC ). The ECC shall have all of the rights provided to the University s member under the University s Articles of Incorporation, and Constitution and Bylaws, and all rights afforded to voting members of an Illinois not for profit corporation under the Illinois General Not for Profit Corporation Act to the extent such rights are not modified or superceded by the University s Articles of Incorporation, and Constitution and Bylaws. Section 2.2 Manner of Acting. Unless these Bylaws, or the Constitution and Bylaws of the ECC, require action by the member through its Annual Meeting and the delegates thereto ( ECC Annual Meeting, as further defined in the Constitution), the action of the Executive Board of the ECC ( ECC Board ) shall be the action of the member with respect to the University. Each member of the ECC Board shall be entitled to one vote on each matter submitted to a vote of the member. The act of a majority of the individuals entitled to vote at a meeting at which a quorum is present shall be the act of the member unless the act of a greater number is required by law or by the governing documents of the ECC, or of the University. Section 2.3 Documentation of the ECC's Actions. The ECC shall document action with respect to the University by furnishing to the Chairperson and President of the University approved minutes of the ECC Annual Meeting or meeting of the ECC Board, or by executing and delivering to the Chairperson and the President of the University a written instrument, signed by a duly authorized officer of the ECC, setting forth the action taken and the applicable corporate authorizations or directions of the ECC Annual Meeting or of the ECC Board. All action by the ECC shall be deemed to have been taken on the applicable date of the ECC Annual Meeting or ECC Board meeting, unless the instrument documenting the ECC's action provides otherwise. ARTICLE III POWERS RESERVED BY THE MEMBER Section 3.1 ECC Approvals. (a) The following matters require the approval of the ECC Board, acting on behalf of the ECC, and in furtherance of the powers reserved by the ECC as the member of the University: (i) (ii) compensation of the President of the University and the Dean of North Park Seminary; appointment and removal of the ECC Board-Appointed Trustees (as hereinafter defined); Page 15 of 30 2
(iii) the University's strategic plan; (iv) the University's mission statement; (v) major changes in University policy; (vi) amendments to the University's Articles of Incorporation, and Constitution and Bylaws; (vii) merger or dissolution of the University; (viii) creation of University affiliates or subsidiaries; (ix) selection of auditors; (x) fiscal year; (xi) borrowing in excess of $1,500,000 or such larger dollar limit as specified by the ECC Board, other than seasonal utilization of a line of credit previously approved by the ECC Board; (xii) disposition, buying, leasing, selling or encumbrance of real property belonging to the University with a consideration in excess of $1,500,000 or larger dollar limit as specified by the ECC Board. (b) The following matters require approval of the ECC Annual Meeting, acting on behalf of the ECC, and acting in furtherance of the powers reserved by the ECC as the member of the University: (i) (ii) (iii) (iv) appointment of the President of the University, upon prior recommendation by the Board of Trustees and approval of the ECC Board; appointment of the Dean of North Park Seminary, upon prior recommendation by the Board of Trustees and approval of the ECC Board and the annual meeting of the Covenant Ministerium; election and removal of the ECC Elected Trustees (as hereinafter defined); formal call and ratification of each regular full-time seminary faculty member, upon prior recommendation of the Board of Trustees, examination by the Board of the Ordered Ministry and approval of the ECC Board. ARTICLE IV MEETINGS OF THE MEMBER Section 4.1 Annual Meeting. An annual meeting of the Member shall be held during the second quarter of the ECC s fiscal year for the purposes of electing the ECC Elected Trustees (as hereinafter defined) and for the transaction of such other business as may come before the meeting. Section 4.2 Special Meetings. Special meetings of the member may be requested by the President of the University or the Chairperson of the Board of Trustees. Such request shall be in writing and directed to the Chair of the ECC Board, who shall determine the time and place for such meeting. Page 16 of 30 3
Section 4.3 Place of Meeting. The member may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the member. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the ECC in the State of Illinois. Section 4.4 Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of the member shall be delivered either personally or by mail, electronic transmission (email) or facsimile transmission (fax) to each individual entitled to vote at such meeting, not less than five (5) or more than fifty (50) days before the date of such meeting, by or at the direction of the person(s) calling the meeting. In the case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the individual entitled to vote at his or her address as it appears on the records of the corporation, with postage thereon prepaid. If emailed or faxed, the notice of a meeting shall be deemed to be delivered when acknowledged by a receipt from the receiver of the email, and in the case of a fax, when a fax receipt has been received. Section 4.5 Informal Action by Members. Any action required by law to be taken at a meeting of the member, or any action which may be taken at a meeting of the member, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the individuals entitled to vote with respect to the subject matter thereof. Section 4.6 Meeting by Telephone or Interactive Technology. Meetings may be held through the use of a conference telephone, interactive technology (including but not limited to Internet usage or remote communication), or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting. Section 4.7 Quorum. The individuals holding a majority of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of the member, the only action which may be taken is that a majority of the individuals present may adjourn the meeting to another date and time. If a date and time for the adjourned meeting are not determined at the meeting of the member, notice of the adjourned meeting must be given to all individuals entitled to vote. ARTICLE V BOARD OF TRUSTEES Section 5.1 General Powers. The affairs of the University shall, subject to section 3.1 hereof, be managed by a board of trustees (hereinafter Trustees, or Board of Trustees ). The Trustees shall exercise general supervision over the University, its administration, its finances and its facilities. The Trustees shall be responsible for seeing that the University's purposes and objectives are attained. The Trustees shall establish basic policy relating to the faculty and Page 17 of 30 4
student body, curriculum and instruction, development, fiscal management, and plant operation. The Trustees' authority, in consultation with the President of the University, shall be subject to section 3.1 hereof and include, but shall not be limited to, these illustrative functions: (i) Determine and annually review the University's mission and strategic plan. (ii) Recommend to the ECC Board persons to serve as the President of the University and the Dean of North Park Theological Seminary. (iii) Recommend to the ECC Board of Nominations persons to serve as ECC Elected Trustees, and to the ECC Board persons to serve as ECC Board Appointed Trustees. (iv) Recommend to ECC Board the terms of compensation of the President of (v) the University and the Dean of North Park Seminary. Establish the conditions of employment of other key institutional officers who serve at the pleasure of the President of the University. (vi) Advise the President of the University and annually assess the President's performance. (vii) Review and approve significant changes to the University's academic programs and other major enterprises consistent with the University's mission, strategic plan and financial resources. (viii) Approve any University policies bearing on faculty appointment, promotion, tenure, and dismissal, as well as personnel or antidiscrimination policies for other categories of employees. (ix) Approve promotions and tenure with respect to faculty members. (x) Approve the annual budget and annual tuition/fees, regularly monitor the University's financial condition, and establish policy guidelines affecting all University assets including investments and the physical plant. (xi) Contribute financially to the University's fund-raising goals, participate actively in strategies to secure sources of support, and authorize University officers to accept gifts or bequests subject to policy guidelines established by the Trustees. (xii) Authorize the construction and demolition of buildings, capitalization of deferred maintenance backlogs, and major renovations of existing buildings. (xiii) Authorize the purchase, sale and management of land, buildings or major equipment. (xiv) Approve policies that contribute to the best possible environment for students to learn and to develop their abilities, and that contribute to a good environment for the faculty to teach, pursue their scholarship and perform public service, including the protection of academic freedom. (xv) Approve all honorary degrees upon recommendation of the faculty and the President of the University. (xvi) Serve actively as advocates for the University in appropriate matters of Page 18 of 30 5
public policy, in consultation with the President of the University and other responsible parties as the Trustees shall determine. (xvii) Periodically undertake or authorize assessments of the Trustees' performance. Section 5.2 Number and Selection of Trustees. The Board of Trustees shall consist of thirty-four (34) to thirty-nine (39) members, comprised of the ECC Elected Trustees, the ECC Board-Appointed Trustees, and the Ex-officio Trustees (defined below). Each member of the Board of Trustees serves all ECC congregations. a. ECC Elected Trustees. Up to twenty-three (23) persons shall be elected as ECC Elected Trustees as follows: (i) (ii) Candidates for the Board of Trustees to be elected by the ECC Annual Meeting shall be slated according to the procedures of the Board of Nominations of the ECC and elected by the ECC Annual Meeting (the ECC Elected Trustees ). The Board of Trustees may recommend candidates to the Board of Nominations of the ECC. Three (3) members of the ECC Elected Trustees who meet the criteria of the ECC policy on ethnic representation shall be elected for nonconcurrent terms of five (5) years. Either one or two candidates may be slated for each of these positions to be filled. (iii) At least 20 percent (20%) of the ECC Elected Trustees shall be clergy and at least 20 percent (20%) shall be lay. (iv) At least nine (9) of the ECC Elected Trustees shall be female. At least nine (9) of the ECC Elected Trustees shall be male. (v) Each ECC Elected Trustee shall be a member in good standing of a member congregation of the ECC. (vi) An ECC Elected Trustee may not be elected for consecutive five-year terms. b. ECC Board-Appointed Trustees. Up to twelve (12) persons shall be recommended by the Board of Trustees and appointed by the ECC Board for terms of five (5) years (the ECC Board Appointed Trustees ). Each ECC Board Appointed Trustee shall be a member in good standing of a Christian church and shall be in harmony with the mission of the University. ECC Board Appointed Trustees are not required to be members of ECC congregations. An ECC Board-Appointed Trustee may not be appointed for consecutive fiveyear terms. c. Ex-officio Trustees. The Board of Trustees shall have the following ex-officio members: the President of the ECC, the President of the University, a liaison from the Council of Superintendents appointed by the President of the ECC, and a liaison from the ECC Board appointed by the ECC Board. Page 19 of 30 6
The Board of Trustees shall appoint an elected member to be a liaison to and ex-officio member of the Executive Board of the ECC. Section 5.3 Suspension and Removal. An ECC Elected Trustee may be suspended for cause only if such action is recommended by a two-thirds (2/3) vote of the other Trustees and such action is approved by a three-fourths (3/4) vote of all of the members of the ECC Board. Once suspended, an ECC Elected Trustee can be removed only by majority vote of the ECC Annual Meeting. The ECC Board may, in its discretion, submit the matter to the first ECC Annual Meeting following such suspension. If, however, a Trustee is still under suspension at the time of the second ECC Annual Meeting following suspension, the ECC Board shall submit the matter to the ECC Annual Meeting, which shall either remove the suspended Trustee for cause by majority vote or reinstate the suspended Trustee. Prior to action of the ECC Annual Meeting, the ECC Board may lift the suspension of a Trustee by vote of three-fourths (3/4) of all of its members An ECC Board-Appointed Trustee may be suspended or removed for cause only if such action is recommended by a two-thirds (2/3) vote of the other Trustees and approved by a threefourths (3/4) vote of all of the members of the ECC Board. Cause for suspension or removal of any Trustee is failure to perform duties, malfeasance, misfeasance, immorality, indiscretion, unethical behavior, doctrinal error, breach of fiduciary duty owed to the ECC, breach of a duty of confidentiality owed to the ECC, or breach of a duty of loyalty owed to the ECC. Section 5.4 Terms of Trustees. The ECC Elected Trustees and the ECC Board- Appointed Trustees shall be elected or appointed for five (5) year terms. The terms may be structured so that an approximately equal number of terms expire each year. If necessary, a Trustee may be elected or appointed for a term of less than five (5) years to accomplish such structure. Trustees shall serve until their death, resignation, removal, expiration of their term or until their successors are elected or appointed. A Trustee may not be elected or appointed for consecutive five (5) year terms. Former Trustees are eligible for re-election or re-appointment to the board after refraining from service as a Trustee for at least one (1) year. Notwithstanding the foregoing, a Trustee elected or appointed to serve the unexpired term of a Trustee may be elected or appointed to a subsequent five (5) year term provided that the Trustee did not serve more than two (2) years of the predecessor s un-expired term. Section 5.5 Vacancies. A vacancy shall occur upon the resignation, permanent incapacity, death or removal of a Trustee. Any vacancy among the Trustees shall be filled by the same process used to select the Trustee being replaced, and the replacement Trustee shall serve out the unexpired term of the Trustee being replaced. Section 5.6 Advisors. The Trustees may appoint advisors. An advisor has the privilege of participating in meetings but shall not be deemed a Trustee for any purpose whatsoever. Advisors cannot make motions and shall not have voting privileges. Advisors shall not be included in determining a quorum and may be excused from executive sessions. Page 20 of 30 7
Section 5.7 Representatives of University Communities to the Trustees. The Trustees may allow representatives of various communities of the University such as the faculty or student body, to send representatives to the Trustees and shall designate their qualifications and how such representatives shall be chosen. The Trustees may allow such representatives to attend meetings, other than executive sessions, and to have speaking privileges. Such representatives shall not have voting privileges, cannot make motions, and shall not be deemed a Trustee for any purpose whatsoever. Section 5.8 Trustees also Directors of University. Since the Trustees are vested with the governance of the affairs of the University, all Trustees shall be deemed directors for purposes of the Illinois General Not For Profit Corporation Act. Section 5.9 Compensation. Trustees shall not be compensated for their service, but they may be reimbursed for expenses of attendance at regular or special meetings of the board. Nothing contained herein shall be construed, however, to preclude any Trustee from serving the University in any other capacity and receiving compensation therefore. ARTICLE VI MEETINGS OF THE TRUSTEES Section 6.1 Annual Meeting and Regular Meetings. Trustees may provide by resolution the time and place, either within or without the state of Illinois, for the holding of an annual meeting and two other regular meetings (each year) of the Trustees without notice other than such resolution. Section 6.2 Special Meetings. Special meetings of the Trustees may be called by the Chairperson, the President of the University, the President of the ECC, or any six (6) Trustees. The person(s) authorized to call a special meeting of the Trustees shall consult with the Chairperson and the President of the University as to the manner, place, either within or without the State of Illinois, and the time for holding any special meeting of the Trustees. Section 6.3. Notice of Special Meetings. Notice of any special meeting of the Trustees shall be given at least five (5) days prior thereto by written notice delivered personally or sent by public or non-public overnight, express mail, or by electronic transmission (email) or facsimile transmission (fax) to each member of the Trustees at his or her address as shown by the records of the University. The business to be transacted at a special meeting shall be specified in the notice. Public or non-public express mail notice shall be deemed delivered when transmitted to the express carrier. Notice by email shall be deemed delivered upon acknowledgement of receipt by the recipient, and notice by fax shall be deemed delivered when a facsimile confirmation is received. Any Trustee may waive notice of any meeting. The attendance of a member of the Trustees at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Page 21 of 30 8
If a Trustee has been furnished less than five (5) days notice of a special meeting, the Trustee shall be given an option of attending by telephone conference whereby all Trustees participating may hear each other. Failure to accept such option shall not constitute a waiver of such Trustee's right to five (5) days notice. Section 6.4 Quorum. A majority of the Trustees then in office shall constitute a quorum of the Trustees for the transaction of business at any meeting of the Trustees; but if less than a majority of the Trustees are present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice. Section 6.5 Manner of Acting. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Trustees unless the act of a greater number is required by law or by these Bylaws. Section 6.6 Action Without A Formal Meeting. Any action required or permitted to be taken by the Trustees or by any committee thereof may be taken without a formal meeting, provided all Trustees or committee members consent to such action. Meetings may be conducted by mail, email, fax, or in any other way the Trustees shall decide. In such case, a unanimous written consent setting forth the action(s) taken and signed by each member Trustee shall be filed with the minutes of the proceedings as soon as practical. ARTICLE VII OFFICERS Section 7.1 following: (a) the Trustees; (b) (c) (d) Designation of Officers. The officers of the University shall consist of the the Chairperson, the Vice-Chairperson, the Secretary and the Treasurer of the President and Vice President(s) of the University; the Dean of the Seminary; and such officers and assistant officers as deemed necessary by the Trustees. Section 7.2 Election and Term of Office. The Chairperson, Vice-Chairperson, Secretary and Treasurer of the Trustees shall be nominated by the Committee on Trustees of the Board of Trustees and elected annually by the Trustees from among its members at its Spring meeting. They shall assume office upon election. The President of the University (which shall be a full-time position) shall be the chief executive officer of the University, recommended by the Trustees, approved by the ECC Board and called by the Annual Meeting of the ECC for an indefinite term. The Dean of the Seminary (who shall be an ordained or licensed ECC minister in good standing) shall be recommended by the Trustees, approved by the ECC Board and the Annual Meeting of the Covenant Ministerium, and called by the Annual Meeting of the ECC for an indefinite term. Page 22 of 30 9