ARTICLE I

Offices

The principal office of the Corporation (herein sometimes the “University”) shall be located at Mary Baldwin University in or near the City of Staunton, Virginia.

ARTICLE II

Board of Trustees

Section 1. Corporation. The Corporation shall be managed by a Board of Trustees (herein “Trustees” or the “Board”). The Trustees shall have final authority with respect to all matters affecting the Corporation.

Section 2. Trustee Terms. The number of Trustees of the Corporation shall be not less than twenty nor more than forty, including the President of the University ex officio. The Board of Trustees shall be self-perpetuating, electing all new Trustees (other than the ex officio Trustees) and the successors in office to the various Trustees as their terms may expire or be vacated by resignation, death or other reasons. Trustees shall be elected for a term of three years and shall be divided into three classes. The term of office of a Trustee shall begin immediately following the conclusion of the annual meeting at which such Trustee was elected, except the term of a Trustee filling a vacancy on the Board shall begin immediately upon election by two-thirds vote of the Trustees present at any meeting of the Board. A Trustee shall continue in office until the end of the annual meeting in the year in which such Trustee’s term expires. A Trustee may be reelected upon the expiration of his or her first term and again upon the expiration of his or her second term, provided that if a Trustee has served for three three-year consecutive terms, such Trustee shall be ineligible to serve as a Trustee during the next succeeding year. Vacancies on the Board shall be filled only for the unexpired terms. Elections of Trustees normally shall be held at the Annual Meeting of the Board; however, by two-thirds vote of the Trustees present, Board vacancies may be filled immediately at any Board meeting. Trustees elected at any Annual Meeting shall take office immediately following such Meeting. A Trustee elected to fill a vacancy on the Board shall take office immediately following election.

Section 3. Removal. The Board may vote to remove a Trustee for cause at a meeting called for such purpose provided that the notice of the meeting shall state that this is the purpose, or one of the purposes, of the meeting. “Cause” shall include, but not be limited to, refusal or neglect to discharge the duties of the Trustee or conduct contrary to the interests and welfare of the University. The Trustee will be given due process. The Board may nominate and elect a successor to fill the unexpired term of any vacancy.

Section 4. Board Duties. The Board is expected to act without fear or favor in the best interests of the University and reserves to itself all powers vested in it by its Articles of Incorporation and Bylaws, except such powers as it may specifically delegate to the President or the President’s designees. The Board also reserves to itself full authority to revoke or modify any such delegation at any time and from time to time. Board powers shall include but not be limited to:

1. Amending and restating the University’s Articles of Incorporation;

2. Reviewing and amending, as necessary, the University Bylaws a minimum of every five years;
3. Appointing, evaluating and removing from office the President of the University in accordance with these Bylaws;
4. Approving degrees and honorary degrees upon the recommendation of the faculty;
5. Approving as needed the mission and educational programs of the University;
6. Approving annually the budget as well as the independent annual audit of the University, based upon recommendations of the Finance, Resources, Facilities, and Audit Committee;
7. Reviewing and authorizing all major contracts and expenses (except in cases where the Board has granted the President and Chief Financial Officer certain approval rights) including the construction of all new buildings and major renovations of existing buildings and the purchase or sale of real estate;
8. Approving and promoting major fundraising efforts of the University;
9. Approving any changes in tuition and fees within the University;
10. Authorizing the incurring of debts by the University and the securing thereof by mortgage and pledges of real and/or personal property.

Section 5. Delegation of Authority. The Board may delegate by resolution its authority to specified administrators to conduct the financial affairs of the University, including but not restricted to opening accounts, buying or selling securities and obtaining loans, within such limits and in accordance with policies established by the Board.

Section 6. Trustee Responsibilities. In order to be effective in meeting a Trustee’s duties to the University, the Board expects each Trustee to make the following commitments: To attend all Board meetings, and, if circumstances make that impossible, to miss no more than one meeting annually; to attend all meetings of the Committee(s) to which she or he is assigned, and, if circumstances make that impossible, to miss no more than one meeting annually; to be familiar with the University’s Articles of Incorporation, Bylaws, plans, and policies; to use her or his special abilities in service to the University when asked to do so; to seek to understand all issues before the Board and, in particular, to appreciate the financial implications of all decisions; to be informed about the current state of the University, its faculty, staff, students, and programs; to speak well and often of the University, and to encourage the University’s alumni, parents, and friends to do the same; and to serve as a philanthropic example to others by giving to the University at least annually, consistent with her or his means, and by helping to obtain similar support from others.

ARTICLE III

Meetings of the Board of Trustees, Action Without a Meeting

Section 1. Regular Meetings. Regular meetings of the Trustees shall be held in February, April, July and October in each year, either at the principal office of the Corporation, virtually, or at such other place as may from time to time be fixed by the Trustees, or, in the event they do not act, such place as may be fixed by the Chair of the Board. Such meetings shall be held on the day within such months as may be prescribed by the Chair of the Board. The April meeting shall be designated as the Annual Meeting.

Section 2. Special Meetings. Special meetings of the Trustees may be held at a time and place designated by the Chair, or by order of the Trustees, whenever deemed necessary. It shall be the duty of the Secretary to call such meetings whenever so requested in writing, email, or phone or by at least five Trustees.

Section 3. Notice of Meetings. Except as otherwise required herein or by law, written notice of each meeting of the Trustees shall be sent to each Trustee, if by regular mail, posted at least seven days prior, or if sent by courier, facsimile, email, phone, electronic means, or hand delivery, delivered at least twenty-four hours prior to the date of the meeting.

Section 4. Quorum. A simple majority of the Board of Trustees shall constitute a quorum for the transaction of ordinary business. If a quorum is present when a vote is taken, the affirmative vote of a majority of Trustees present is the act of the Board; however, the affirmative vote of a majority of the Trustees in office shall be required for the election of a President of the University, the amendment of these Bylaws, and the removal of Trustees or Officers. The affirmative vote of two-thirds of the Trustees in office shall be required for any amendment of the Articles of Incorporation.

Section 5. Vote Equivalency. At any meeting of the Trustees, each Trustee shall be entitled to one vote.

Section 6. Trustee Expenses. Such reasonable expenses as Trustees may incur in attending Board meetings and otherwise in the discharge of their duties may be paid out of the funds of the Corporation, but no member of the Board shall receive any salary or remuneration from the Corporation for services as a Trustee.

Section 7. Action Outside of Meeting. Action that the Board must or may take at a meeting may be taken without a meeting if taken unanimously. The action must be recorded by one or more written consents describing the action taken, signed by each Trustee, and included in the minutes or filed with the corporate records. Action taken under this Section is effective with the last Trustee’s signature, unless the consent specifies an earlier or later effective date. Consent may be evidenced by electronic means, email, phone, or facsimile transmissions, provided that a copy of such consent is printed and filed in the corporate minutes book.

ARTICLE IV

Emeriti Trustees

Section 1. Emeritus Trustee. Any Trustee is eligible to be elected an Emeritus Trustee when the active period of service is completed. Criteria for election may include but shall not be limited to the following: serving two or more terms; exemplary committee service and leadership; philanthropy and philanthropic outreach; and a record as an exceptional ambassador of Mary Baldwin University.

A majority vote of the Trustees in office is required for election. Emeriti Trustees are entitled to attend and participate in all meetings of the Board, including committee sessions, but they shall not have the right to vote. There shall be no limit by age or term of service for an Emeritus Trustee. An Emeritus Trustee may subsequently, if eligible, be reelected to the Board of Trustees.

ARTICLE V

Officers of the Corporation

Section 1. Corporation Officers. The Board shall elect the officers of the Corporation. The Officers of the Corporation shall consist of the Chair of the Board, the Vice-Chair of the Board, the President of the University, the Provost and Vice-President for Academic Affairs, the Chief Financial Officer, a Secretary, a Treasurer, and such other officers as the Board may appoint from time to time.

Section 2. Chair. The Chair shall preside at all meetings of the Board, appoint Board Committees, and act as the executive and liaison with the President and, when appropriate, with the general administrative officers of the Corporation. The Vice-Chair shall perform the duties of the Chair in the Chair’s absence.

Section 3. President. The President designated “President of Mary Baldwin University,” shall be the professional adviser of the Board and subject to its authority. The President shall perform the duties which ordinarily pertain to such office, being responsible to the Board for theoperation of all departments and having under the Board final authority in the determination of the policies, procedures and practices of these departments. The President shall make to the Board an annual report and such special reports as s/he may deem desirable, concerning the condition of the University, and shall present for consideration of the Board such measures as the President may deem necessary or expedient for the welfare of the University including the nomination of members of the faculty with their rates of compensation. The President shall be, ex officio, a member of the faculty and its presiding officer, without tenure derived from office. The President shall be the official channel for communication between the Board and the faculty of the University, and between the students of the University and the Board. The President shall be elected by the Board and employed by the Corporation for such term as the Board, with the President’s consent, designates, with compensation fixed by the Board. In the event of vacancy in the Presidency, or of the absence of the President or other inability to serve, the Board may appoint an Acting President.

Section 4. Employed Officers. All other officers also shall be elected annually by the Board and salaried officers shall be employed by the Board at compensation fixed by the Board upon recommendation by the President. Except as otherwise specified, the duties of all officers and employees shall be those duties which usually pertain to the respective offices.

Section 5. Officer Removal. The Board of Trustees may at any time suspend or remove, with or without cause, in its absolute discretion, officers, agents and employees of the Corporation. Election of an officer shall not of itself create any contract rights in the office or the Corporation.

ARTICLE VI

Committees of the Board

Section 1. Standing Committees. The Board may authorize such Standing Committees as it deems desirable, including but not limited to committees to aid and oversee the University’s operations and services in such areas as: finance, resources, facilities, and audit (FRFA); colleges and mission; advancement and communications; governance and trusteeship. Standing Committees of the Board shall also include an Executive Committee. The Executive Committee includes the Chair, Vice Chair, Past Chair, Secretary, and Chairs of all Standing Committees. The Executive Committee shall have the authority to act on behalf of the full Board as necessary and required between meetings of the Board.

Section 2. Standing Committee Membership. The Chair shall appoint the members and designate chairs of Standing Committees. Each Standing Committee member is entitled to one vote on all matters brought before such Committee. A simple majority of any Standing Committee shall constitute a quorum for transaction of any business.

Section 3. Faculty Representatives. Faculty Representatives, designated in accordance with the Faculty Handbook, will constitute full voting members of any Standing Committee on which a Faculty Representative is designated to serve. Up to three Faculty Representatives shall be designated to serve on each non-governance Standing Committee. Governance Committees shall include the Trusteeship and Executive Committees and any other Committee so designated by the Chair. Votes on faculty promotion, personnel actions, or other sensitive issues will be held in closed Trustee sessions, including at the committee level.

Section 4. Standing Committee Notice. Written notice of each meeting of any Standing Committee shall be sent to any Faculty Representative by post or e-mail at least 5 days prior to such meeting, stating the date, time and place of such meeting.

Section 5. ad hoc Committees. The Chair of the Board shall appoint ad hoc committees of the Board as the need therefore may arise, for such purpose and to serve for such period as the Chair may designate.

ARTICLE VII

Fiscal Year

Section 1. Fiscal Year. The Board of Trustees shall determine the fiscal year of the Corporation and may change it from time to time in its discretion.

ARTICLE VIII

Indemnification

Section 1. Indemnification. The Corporation shall indemnify an individual made a party to a proceeding because s/he is or was a Trustee, Trustee Emeriti, Member of the Advisory Board, Officer, Employee or, to the extent not covered by a University insurance policy, a student or faculty member of a Standing Committee of the Corporation (each an “Indemnified Person”) against liability incurred in the proceeding unless the liability arises from a knowing violation of a provision of US federal or state criminal law or willful misconduct. The determination as to whether an Indemnified Person has met this standard of conduct shall be determined in the manner fixed by Article 9 of the Virginia Non-stock Corporation Act as enacted and in effect on the date hereof with respect to statutory indemnification thereunder; and the provisions of Section 13.1-880.B. of said Article 9 are incorporated herein by reference for such purpose.

The Corporation shall pay or reimburse the reasonable expenses incurred by an Indemnified Person who is a party to a proceeding in advance of final disposition of the proceeding if (1) the Indemnified Person furnishes the Corporation a written statement of her/his good faith belief that s/he has met the standard of conduct described herein, (2) the Indemnified Person furnishes the Corporation a written undertaking, executed personally or on his/her behalf, to repay the advance if it is ultimately determined that s/he did not meet the standard of conduct and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification.

All terms defined in Article 9 of the Virginia Non-stock Corporation Act as enacted and in effect on the date hereof shall have the same meaning when used herein and such definitions are hereby incorporated herein by reference for such purpose except that, unless the context clearly indicates otherwise, “director” as used therein shall be deemed to refer to a Trustee of the Corporation. In the event that any provision hereof is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification hereunder shall also apply to a person who has ceased to have the capacity referred to herein and may inure to the benefit of the heirs, executors and administrators of such person.

Section 2. Limitation on Liability. Except as otherwise provided by law, in any proceeding against an Officer or Trustee who receives compensation from this Corporation for services, the damages assessed against such person arising out of a single transaction, occurrence or course of conduct, shall not exceed the amount of compensation received by such Officer or Trustee from the Corporation during the twelve months immediately preceding the act or omission for which liability was imposed. An Officer, Trustee, Trustee Emeriti, or Member of a Standing Committee who serves this Corporation without compensation for services shall not be liable for damages in any such proceeding. The liability of an Officer, Trustee, Trustee Emeriti, or Member of a Standing Committee shall not be limited as provided in this paragraph if the Officer, Trustee, Trustee Emeriti, or Member of a Standing Committee engaged in willful misconduct or knowing violation of a US federal or state criminal law.

ARTICLE IX

Conflicts of Interest

Section 1. Conflict-of-Interest Transactions. A conflict-of-interest transaction is a transaction with the corporation in which a Trustee or Officer of the Corporation has a direct or indirect interest. A conflict-of-interest transaction is not voidable or the basis for imposing liability on the director or officer if:

1. the transaction is fair to the corporation at the time it was entered into; or
2. the material facts of the transaction and the Trustee’s or Officer’s interests are disclosed or known to the Board; or
3. the Board considers and in good faith determines after reasonable investigation in the circumstances that the Corporation could not obtain a more advantageous arrangement with reasonable effort in the circumstances; or
4. the Corporation enters the transaction for its own benefit, and
5. the transaction is approved by the Board.

Section 2. Indirect Interest. A Trustee or Officer of the Corporation has an indirect interest in a transaction if another entity is a party to the transaction, and the Trustee or Officer has a material interest in or is a general partner of such entity.

Section 3. Authorized Conflict-of-Interest Transactions. A conflict-of-interest transaction is authorized, approved, or ratified if it receives the affirmative vote of 2/3 of the Trustees who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved, or ratified by a single Trustee. If a majority of the Trustees who have no direct or indirect interest in the transaction votes to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this Article. The presence of, or a vote cast by, a Trustee with a direct or indirect interest in the transaction does not affect the validity of any action taken hereunder if the transaction is otherwise approved as provided herein. The provisions of this Article do not apply to a transaction that is part of an educational or charitable program of the Corporation if such transaction:

• is approved or authorized by the Corporation in good faith and without unjustified favoritism, and
• results in a benefit to one or more Trustees or Officers or their families solely because they are in a class of persons intended to be benefited by the educational or charitable program of the Corporation.

Section 4. Loans to or Guaranties for Trustees and Officers. The Corporation may not lend money to or guarantee the obligation of a Trustee or Officer of the Corporation. However, the Corporation may advance money to a Trustee or Officer of the Corporation for expenses reasonably anticipated for duties if, in the absence of such advance, such Trustee or Officer would be entitled to reimbursement for such expenses by the Corporation.

ARTICLE X

Amendments

These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the Trustees in office, provided the proposed change(s) shall have been sent to each Trustee, if by regular mail, posted at least fourteen days prior, or if sent by courier, facsimile, email, phone, electronic means, or hand delivery, delivered at least 48 hours prior to the date on which the vote is to be taken upon such change(s).

Amended and Restated 2005
Amended July 12, 2007: Article II, Section 3
Amended April 17, 2015: Article VI
Amended and Restated April 15, 2016
Amended October 20, 2017: Article II, Section 2
Amended February 7, 2020: Article IV, Section 1
Amended February 4, 2021:

• Article II, Section 2
• Article III, Sections 1, 3, & 7
• Article V, Sections 1 & 3
• Article VI, Section 1
• Article VII, removed
• Articles VIII & IX, renumbered
• Article IX, Section 2

Amended October 17, 2024:

• Article II, Section 2
• Article III, Section 3
• Article VI, Section 1, 3, & 4

Amended April 11, 2025:

• Article II, Section 4
• Article III, Sections 2, 3, & 7
• Article VI, Section 3
• Amendments