I. AMENDED BYLAWS OF PITZER COLLEGE

AMENDED AND RESTATED BYLAWS

of

PITZER COLLEGE

A California nonprofit public benefit corporation

ARTICLE I
ORGANIZATION

1. Name.  The name of this corporation is Pitzer College (“College”).
2. Purpose.  This College is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for charitable purposes.  The specific purposes of this College are: 
   1. to establish, conduct and maintain an educational institution of higher education for students for the advancement of their intellectual, scientific, moral and spiritual improvement through the dissemination of knowledge, the development of research and the promotion of the broad and inclusive interest of learning, with all the powers and privileges by law conferred upon or permitted to be exercised by the College, including the granting of honors in the giving of suitable diplomas;
   2. to engage in any other activities in furtherance of the purposes of this College; and
   3. to receive, invest and utilize funds and property acquired through the solicitation of contributions, donations, grants, gifts, bequests and the like in furtherance of the purposes of the College. 
3. Limitation on Corporate Activities.  The College is organized and shall be operated and its property shall be used exclusively for charitable and educational purposes of higher education within the  meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (“Code”).  The College shall not engage in any activities or exercise any powers that do not further the purposes of the College, and the College shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.  No substantial part of the activities of the College shall consist of lobbying or carrying on propaganda, or otherwise attempting to influence legislation, and the College shall not participate or intervene in (including the publication or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.
4. Dedication of Assets.  The property of this College is irrevocably dedicated to charitable and educational purposes within the meaning of Section 501(c)(3) of the Code and meeting the requirements for exemption under Section 214 of the California Revenue and Taxation Code, and no part of the net income or assets of this College shall ever inure to the benefit of any Trustee, officer or member thereof or to the benefit of any private person.  On the dissolution or winding up of the College, its assets remaining after payment, or provision for payment, of all debts and liabilities of this College shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable and educational purposes meeting the requirements for exemption under Section 214 of the California Revenue and Taxation Code and which has established its tax-exempt status under section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
5. Nondiscrimination in Admissions, Hiring or Administration.  The College shall not discriminate on the basis of race, color, sex (including pregnancy, childbirth, or related medical conditions), national or ethnic origin, physical or mental disability, medical condition (including HIV/AIDS), gender, gender identity, gender expression, sexual orientation, religion, ancestry, age, genetic information, military or veteran status, marital status, status as a victim of domestic violence, assault or stalking, political affiliations or activities, or other protected classifications, in hiring or in the administration of the educational policies, admissions policies, financial aid, and athletic and other college-administered programs.

ARTICLE II
OFFICES

1. Principal Office.  The principal office for the transaction of the business of the College shall be located at Pitzer College in Claremont, California.  The Board of Trustees is hereby granted full power and authority to change such principal office from one location to another in the County of Los Angeles.
2. Branch or Subsidiary Offices.  Branch or subsidiary offices may be at any time established by the Board of Trustees at any place or places where the College is qualified to do business.

ARTICLE III
MEMBERSHIP

The College shall have no members as that term is defined by Section 5056 of the California Corporations Code (“CCC”), and shall be governed solely by its Board of Trustees in accordance with these Bylaws.  Any action which would otherwise require approval by a majority of all members shall only require the approval of the Board of Trustees.  The College may refer to persons or entities associated with it as “members” even though those persons or entities are not voting members, but no such reference shall constitute anyone a member within the meaning of Section 5056 of the CCC.   

ARTICLE IV
TRUSTEES

1. Number of Trustees.  The corporate powers of this College shall be vested in, and its business and property shall be conducted and controlled by, or under the direction of, a board of directors denominated the Board of Trustees (the “Board”) consisting of no more than forty-five (45) and no less than five (5) persons (“Trustees”), which number shall include, ex officio, the President of the College and the President of the Alumni Board of the College (“Alumni Board”). The maximum and minimum number of Trustees may at any time, and from time to time, be changed by an amendment of this Section 4.1 adopted by the vote of a majority of the Trustees at the time in office; provided, however, that no such amendment shall reduce the minimum number of Trustees to less than five (5).  The authorized number of Trustees will be fixed from time to time by action of the Board.  No reduction in the maximum or authorized number of Trustees shall have the effect of removing any Trustee prior to the expiration of their term of office. 
2. Powers.  Without prejudice to the general powers conferred on the Board, and subject only to such limitations as may be contained in the Articles of Incorporation and the Bylaws of the College and in the constitution and statutes of California, it is hereby expressly declared that the Board shall have the following powers, to wit:
   1. To appoint the President of the College, and such other officers of administration and faculty members as they deem appropriate; to determine the respective powers and duties thereof; and to fix the respective terms and salaries pertaining to their employment.
   2. To conduct, manage and control the affairs and business of the College, and to make such rules and regulations as they deem best not inconsistent with applicable law, the Articles of Incorporation or the Bylaws.
   3. To borrow money and incur and guaranty indebtedness for the purposes of the College, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt, guarantees, and security.
   4. To designate any place within or without the State of California for the holding of any Board meetings including annual meetings; and to adopt, make and use a corporate seal and to alter the form of such seal from time to time.
   5. To accept on behalf of the College suitable donations of money, securities and/or property for the purposes of the College.
   6. To appoint the Executive Committee and all standing committees provided for in these Bylaws, and to appoint such other committees as may be desirable in the execution of the objectives and purposes of the College, and to delegate to such committees full authority to perform the functions for which they may be appointed.
   7. To enter into cooperative relationships with other educational institutions and promote such affiliations as may further the common interests of this College and such other institutions.
3. Election and Term of Office.  Trustees may be elected at any meeting of the Board.  Each Trustee (subject to the provisions hereinafter contained and excluding those Trustees serving ex officio) shall hold office for a term of three (3) years, provided, however, that if such 3 year term does not expire on a June 30, such term shall continue to the next succeeding June 30.  Trustees may be re-elected for one or more succeeding three-year terms. 
4. Vacancies.  Vacancies in the Board may be filled by a majority of the remaining Trustees, though less than a quorum, or by a sole remaining Trustee, and each Trustee so elected shall hold office until the next election at which his or her predecessor Trustee would next have been eligible for election, subject to such Trustee’s earlier death, resignation or removal. 
   1. A vacancy in the Board shall be deemed to exist on the occurrence of any of the following:
      1. the death, disqualification, resignation, or removal of a Trustee;
      2. the declaration by resolution of the Board of a vacancy in the office of a Trustee who has been declared of unsound mind by an order of any court, convicted of a felony or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 of Division 3 of the CCC;
      3. the increase in the authorized number of Trustees; or
      4. the failure of the Board, at any meeting at which any Trustee is to be elected, to elect the full authorized number of Trustees. 
   2. Notwithstanding the preceding Section 4.4(a), a vacancy shall not be deemed to occur in the event that a Trustee shall take an authorized leave of absence from their duties as Trustee.  
5. Emeritus Trustees.  The Board may, upon recommendation by the Nominating and Governance Committee, appoint one or more former Trustees whose length of service, quality of service and financial support of the College, merit special recognition as an Emeritus Trustee.  However, in extraordinary circumstances the Board on its own initiative may nominate and approve an individual who does not meet the foregoing criteria.  Emeritus Trustees are not Trustees, shall not be numbered among the maximum number of members of the Board established pursuant to Section 4.1, and shall have no vote on the Board or on committees of the Board.  Emeritus Trustees shall have no limit as to period of service and shall be subject to removal in the same manner as a Trustee. Emeritus Trustees may attend meetings and participate in deliberations of the Board and shall be eligible for appointment to any standing or ad hoc committees of the Board, except the Executive Committee.  Individuals nominated for Emeritus Trustee status by the Nominating and Governance Committee must receive two-thirds of the vote of the entire Committee to be recommended to the Board for appointment.  Nominees, whether nominated by the Nominating and Governance Committee or the Board, may be appointed only upon the approval of not less than a majority of the Board at a meeting at which not less than two-thirds of the authorized number of Trustees are present and voting.
6. Resignation.  Except as provided in these Bylaws, any Trustee may resign by giving written notice to the President or the Secretary.  The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective.  Upon tender of a resignation of a Trustee to take effect at a future time, the Board shall have power to elect a successor to take office when the resignation becomes effective. 
7. Removal.  A Trustee may be removed from the Board at any time upon a recommendation from the Nominating and Governance Committee and a vote of not less than two-thirds of Trustees present and voting at a meeting of the Board at which a quorum is present.  The recommendation to remove a Trustee by the Nominating and Governance Committee shall be based upon a process and criteria defined in a policy statement issued and approved by the Board.
8. Restriction on Interested Trustees.  Not more than forty-nine percent (49%) of the Trustees serving on the Board at any time may be Interested Persons. An “Interested Person” is (1) any person being compensated by the College for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor or otherwise, excluding any reasonable compensation, if any, paid to a Trustee for their service on the Board; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the College.
9. Fees and Compensation.  Trustees shall not receive any compensation for their services, nor any reimbursement for attendance at meetings. Nothing herein contained shall, however, be construed to preclude any Trustee from serving the College in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor.
10. Composition and Limitations of Committees of the Board. The Board may, by resolution adopted by a majority of the Trustees then in office, create any and all committees deemed necessary or desirable for the better or more efficient operation of the College and the College’s business.  Each committee so appointed shall consist of two or more Trustees. In addition, one faculty representative and one student representative may be appointed for a one-year term as non-voting members to each committee, except that no faculty, staff or students of the College shall be appointed to the Executive Committee, Audit and Risk Management Committee, or to the Nominating and Governance Committee. Faculty representatives and student representatives serving on a committee may participate in all the activities of such committee, with the exception of executive sessions of such committee. Each committee shall call, notice, and conduct its meetings in accordance with the provisions of these Bylaws for the call, notice and conduct of meetings of the Board (with such adjustment as may be necessary to make such provisions reasonably applicable); provided, however, the quorum for each committee and subcommittee shall be one third (⅓) of the voting  members of each such committee and subcommittee but not less than two (2) voting members. All faculty and student representatives shall be appointed by the Board, upon the recommendation of the President. The Board shall give to each committee such powers and authority as shall be deemed necessary or desirable in order to permit each committee to function and carry out their delegated duties, except that a committee, regardless of Board resolution, may not:
    1. approve any action for which the CCC requires the approval of the members or approval of a majority of all members regardless of whether the College has members;
    2. fill vacancies on the Board or on any committee which has the authority of the Board;
    3. fix compensation of the Trustees for serving on the Board or on any committee;
    4. amend or repeal Bylaws or adopt new Bylaws;
    5. amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable;
    6. appoint any committee of the Board or members thereof;
    7. expend corporate funds to support a nominee for Trustee after there are more people nominated for Trustee than can be elected; or
    8. Except as permitted pursuant to CCC §5233(b) and (d)(3), approve any transaction (1) to which the College is a party and in which one or more Trustees has a material financial interest; (2) between the College and one or more of its Trustees or (3) between the College and any person or entity in which one or more of its Trustees has a material financial interest.
11. Standing Committees.  Without limiting the generality of the foregoing Section 4.10, the Board shall have the following standing committees with the respective authority and powers herein described:
    1. Executive Committee.  There shall be an Executive Committee to consist of the Chair of the Board, the Vice-Chair of the Board, the chairperson (or, alternatively, the vice chairperson) of each standing committee, two at-large Trustees (who shall be appointed by vote of a majority of the Trustees then in office, and to serve until their successors are appointed and qualified), and, ex officio, the President of the College.  The immediate past Chair of the Board may be invited by the Chair of the Board to attend and participate, but not vote, at all meetings of the Executive Committee held during the year following the end of their term as Chair of the Board.  The Executive Committee shall have general supervision of the affairs of the College and shall exercise any of the powers and authority of the Board in the management of the business and affairs of the College, subject to the limitations set forth in these Bylaws and under applicable law, during all interim periods between regular meetings of the Board.  Specifically, the Executive Committee shall, among other things, plan Board meeting agendas; conduct annual reviews of Board committee structures and agendas; and oversee the performance evaluation of the President.  Executive Committee decisions made under circumstances where it is not possible to convene a quorum of the Board shall be expeditiously presented to the Board at its next meeting for review and to consider ratification.  The Chair of the Board shall be the Chair of the Executive Committee, and the Vice-Chair of the Board shall be the Vice-Chair of the Executive Committee.  The Executive Committee may hold meetings in the principal office of the College (or at such other place in such manner as may be determined by the Executive Committee) monthly or at other stated intervals on such day and hour as the Executive Committee shall determine.  The Chair of the Board, the President of the College, or any two members of the Executive Committee may call a special meeting of the Executive Committee.  Notwithstanding any other provision of these Bylaws, the presence of a majority of members of the Executive Committee shall be necessary to constitute a quorum for the transaction of any business, except to adjourn. 
       1. Compensation Subcommittee.  There shall be a subcommittee of the Executive Committee known as the Compensation Subcommittee that shall review and approve the compensation, including benefits, and determine that the same is just and reasonable to the College, of all of the following: (a) the President, (b) the Treasurer, and (c) every person, regardless of title, with powers, duties or responsibilities comparable to a president, chief executive officer, treasurer or chief financial officer of the College. The review shall be conducted in accordance with California Government Code Section 12586(g). The Compensation Subcommittee shall be composed of such members of the Executive Committee as may be appointed by the Chair and who are not employed by the College or any subsidiary of the College, and shall not include the President or Treasurer. 
    2. Audit and Risk Management Committee. 
       1. There shall be an Audit and Risk Management Committee to consist of not less than five (5) Trustees as shall from time to time be appointed by the Board.  In addition, the Board shall have the discretion to permit the Audit and Risk Management Committee to consult with experts that the Board deems qualified, who are not Trustees nor affiliated with the College, and to allow such experts to attend committee meetings as necessary to advise the committee.  Members of the Budget Committee shall constitute less than fifty percent (50%) of the membership of the Audit and Risk Management Committee, and the chair of the Budget Committee may not be a member of the Audit and Risk Management Committee. At least one member of the Audit and Risk Management Committee shall be experienced in financial matters, to the extent practical.  No employee or student of the College shall be a member of the Audit and Risk Management Committee; however, the Vice President for Administration and the Treasurer, the Controller, and any other appropriate employee of the College shall be permitted to staff the Audit and Risk Management Committee, none of whom shall vote or participate in the consideration of the issues brought before the Audit and Risk Management Committee.  Members of the Audit and Risk Management Committee shall not receive any compensation from the College and shall not have a material financial interest in any entity doing business with the College. The chair of the Audit and Risk Management Committee shall serve as the College’s representative to The Claremont Colleges Audit Steering Committee.
       2. The Audit and Risk Management Committee shall assist the Board in fulfilling its responsibility for the oversight of the integrity of the College’s financial statements and internal control procedures, enterprise risk management, preservation of the College’s property and the College’s compliance with legal and regulatory requirements.  Subject to supervision by the Board, the Audit and Risk Management Committee shall also be responsible for recommending to the Board the retention or termination of the independent auditor; assist the Board in the selection, review of qualifications, supervision of the independent auditor’s management independence and review of performance as determined by the Claremont Colleges Audit Steering Committee; and shall negotiate the independent auditor’s compensation on behalf of the Board.  The Audit and Risk Management Committee shall confer with the independent auditor to satisfy the Committee that the financial affairs of the College are in order; shall review and determine whether to recommend acceptance of the audit; shall ensure that any non-audit services, if any, performed by the auditing firm conform with statutory and regulatory standards for auditor independence; and shall approve the performance of non-audit services, if any, by the auditing firm.
    3. Budget Committee.  There shall be a Budget Committee to consist of such Trustees as shall from time to time be appointed by the Board.  Additionally, one faculty representative and one student representative may be appointed for a one-year term as non-voting members of the Budget Committee, and may participate in all activities of the Budget Committee, with the exception of its executive sessions. The faculty and student representatives shall be appointed by the Board upon the recommendation of the President.  The Budget Committee shall have specific responsibilities for policies concerning business management, financial management, budget planning and development, personnel management, faculty and non-academic staff compensation and benefits programs. Each year the Budget Committee shall recommend to the Board an operating budget for the College together with its recommendations concerning the above referenced policies, but the final approval of such budget shall be made by the Board. Both the Treasurer and the Dean of Faculty shall be, ex officio, non-voting members of the Budget Committee.
    4. Nominating and Governance Committee.  There shall be a Nominating and Governance Committee to consist of such Trustees or Emeritus Trustees as shall from time to time be appointed by the Board. The Nominating and Governance Committee shall have the power and authority to place in nomination before the Board all candidates for membership on the Board and shall be responsible for all matters relating to Board governance. In addition, the Nominating and Governance Committee shall review the performance of Trustees prior to the conclusion of their respective terms and shall recommend whether the Trustee should be elected to another term. The Nominating and Governance Committee shall report to the Board from time to time its recommendations concerning all matters coming within the scope of its authority and purview of operations, consistent with Section 4.10 of these Bylaws, but all final action necessary or desirable in order to implement any such recommendations shall in each case be subject to the approval of the Board.
    5. Advancement and Communications Committee.  There shall be an Advancement and Communications Committee to consist of such Trustees and Emeritus Trustees as shall from time to time be appointed by the Board.  The Vice President for College Advancement and the Vice President for Communications, Marketing and Public Relations shall be non-voting ex officio members of the Advancement and Communications Committee.  Additionally, one faculty representative and one student representative may be appointed by the Chair of the Board upon recommendation of the President for a one-year term as non-voting members to the Advancement and Communications Committee, and may participate in all activities of the Committee, with the exception of its executive sessions.  The Advancement and Communications Committee shall have the power and authority to request, attract, and raise funds and gifts on behalf of the College for purposes of financing the ongoing operations, past debts, and future development of the College. The Advancement and Communications Committee shall provide oversight with respect to the College’s branding programs that build distinction and recognition to the College and its activities on a local, national and global scale.  This oversight shall include matters relating to public relations, communications and admissions outreach as well as alumni relations. 
    6. Academic Affairs Committee.  An Academic Affairs Committee to consist of such Trustees or Emeritus Trustees as shall from time to time be appointed by the Board. The Dean of Faculty/Vice President for Academic Affairs and the Vice President of Admissions and Financial Aid shall be non-voting ex officio members of the Academic Affairs Committee. Additionally, one faculty representative and one student representative may be appointed by the Board upon the recommendation of the President for a one-year term as non-voting members of the Academic Affairs Committee, and may participate in all activities of the Committee, with the exception of its executive sessions.  The Academic Affairs Committee shall have the power and authority to investigate and make recommendations to the Board concerning all matters pertaining to the development of the College as an educational institution, including the scope and nature of the College curriculum, assessment of student learning, academic program review, student admissions, financial aid policies and programs, international and study abroad programs, and policies for awarding faculty promotion, tenure and recruitment.  The Academic Affairs Committee shall coordinate with the Advancement and Communications Committee with respect to communications regarding admissions. The Academic Affairs Committee shall additionally provide oversight on all matters relating to the accreditation of the College and overall interface between the Board, the faculty, and the administration of the College with respect to academic affairs. The Academic Affairs Committee shall report to the Board from time to time its recommendations concerning all matters coming within the scope of its authority and purview of operations, but all final action necessary or desirable in order to implement any such recommendations shall in each case be subject to the approval of the Board.
    7. Investment Committee.  There shall be an Investment Committee to consist of such Trustees and Emeritus Trustees as shall from time to time be appointed by the Board. The Treasurer shall be a non-voting ex officio member of the Investment Committee. Additionally, one faculty representative and one student representative may be appointed by the Board upon the recommendation of the President for a one-year term as non-voting members of the Investment Committee, and may participate in all activities of the Committee, with the exception of its executive sessions.  Members of the Investment Committee shall not receive any compensation from the College and shall not have a material financial interest in any investment made by the College.  The Investment Committee shall have the power and authority to supervise all matters pertaining to the investment of the College’s endowment and other funds, and shall have full power and authority to direct the investment and reinvestment of all such funds and the purchase and sale of stocks, bonds and other securities as it shall deem proper. The Investment Committee shall also have the power and authority to arrange for and establish annuities in connection with the management of the endowment funds. The Investment Committee shall develop and recommend to the Board for approval an investment policy statement setting forth the goals, risk levels, and other parameters that shall govern the Committee’s investment decisions, and shall periodically, as the Committee deems necessary and appropriate, recommend to the Board amendments to such investment policy statement.  All actions taken by the Investment Committee shall be reported to the Board at its next regular meeting.  
    8. Facilities and Information Technology Committee. There shall be a Facilities and Information Technology (IT) Committee to consist of such Trustees and Emeritus Trustees as shall from time to time be appointed by the Board. The Treasurer, the Assistant Vice President of Campus Facilities, the Director of Information Technology, the chair of the Staff Council, and a representative from the Office of Student Affairs, as selected by the Vice President of Student Affairs, shall serve as ex-officio, non-voting members of the Facilities and IT Committee.  Additionally, one faculty representative and one student representative may be appointed by the Board upon the recommendation of the President for a one-year term as non-voting members of the Facilities and IT Committee, and may participate in all activities of the Committee, with the exception of its executive sessions.  The Facilities and IT Committee shall investigate, review and advise the Board on systems, plans, contracts, and budgets and shall supervise ongoing construction activities relating to new construction and significant-scale remodeling relating to alterations of the real property (including landscape) of the College and foreign campuses, including reviewing plans and providing advice from concept design and cost estimates through occupancy. The Facilities and IT Committee shall provide supervision with respect to all leased real property of which the College is a tenant or a landlord.  The Facilities and IT Committee shall provide oversight of existing campus facilities, which shall include the acquisition and maintenance of College owned computer and related technologic equipment and the Information Technology staff associated therewith. The Facilities and IT Committee shall interface as necessary with the Claremont University Consortium. The Facilities and IT Committee shall provide oversight with respect to all matters concerning the College’s staff regarding facilities and information technology.  
    9. Student Affairs Committee:  There shall be a  Student Affairs Committee to consist of such Trustees and Emeritus Trustees as shall from time to time be appointed by the Board. The Vice President of Student Affairs shall serve as a non-voting ex-officio member of the Student Affairs Committee. Additionally, one faculty representative and up to two student representatives may be appointed by the Board upon the recommendation of the President for a one-year term as non-voting members of the Student Affairs Committee, and may participate in all activities of the Committee, with the exception of its executive sessions.  The Student Affairs Committee shall provide oversight and advise the Board on all matters relating to the student experience at the College. The Student Affairs Committee shall periodically determine whether the students’ experiences are consistent with the College’s mission and high standards. The Student Affairs Committee shall be mindful of strategies that increase diversity in the student body in all respects which foster recruitment, enrollment, and student retention. 

ARTICLE V
MEETINGS OF TRUSTEES

1. Place of Meetings.  Annual, regular, and special meetings of the Board shall be held at any place within or without the State of California which has been designated from time to time by a resolution of the Board adopted at any regular or special meeting, or by written consent of all Trustees in office at such time. In the absence of such designation, all meetings shall be held at the principal office of the College.
2. Annual and Regular Meetings.  The annual meeting of the Board shall be held at such time as shall be specified by the Executive Committee or the Board, and regular meetings of the Board shall be held during each fiscal year on such dates and at such times as shall be specified by the Executive Committee or the Board. At each annual meeting, officers shall be elected; and at all other regular meetings reports of the affairs and operations of the College shall be considered and any other business may be transacted which is within the powers of the Board.
3. Special Meetings.  Special meetings of the Board for any purpose may be called for at any time by the Chair of the Board, the President, or any two Trustees.
4. Notice of Meetings.  Written notice of annual and regular meetings shall not be required if the time and place of the meetings are fixed by these Bylaws or the Board.  Written notice of annual and regular meetings the time and place of which are not so fixed, and of special meetings, specifying the place, date, and hour of the meeting shall be delivered to each Trustee by first-class mail not less than four (4) days prior to the meeting, and personally or by telephone, including a voice messaging system, or by electronic transmission by the College not less than 48 hours prior to the meeting; provided, however, that when the Chair determines exigent circumstances require, the Chair may direct notice of a special meeting to be given personally or by telephone, including a voice messaging system, or by electronic transmission by the College not less than two (2) hours prior to the meeting   Any such notice delivered by first-class mail shall be addressed and delivered to each Trustee at such Trustee’s address appearing on the books of the College for the purpose of notice. Notice by first-class mail shall be deemed to have been given at the time the written notice is deposited in the United States mail, postage prepaid.  All other written notice shall be deemed to have been given when personally delivered to the recipient or when actually transmitted to the recipient by the person giving the notice by electronic communication.
5. Waiver of Notice.  The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though a meeting had been duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Trustees not present signs a written waiver of notice, a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
6. Procedures; Quorum; Written Consents.
   1. Procedures.  All duly constituted meetings of the Board shall be conducted according to reasonable parliamentary procedures. The Chair, or, in their absence, the Vice-Chair, or, in their absence, any member of the Board selected by the Trustees present, shall preside at meetings of the Board.  The Secretary of the corporation or, in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary and record the minutes of the meeting of the Board. 
   2. Quorum.  A majority of the number of Trustees then in office or fourteen (14) Trustees, whichever number is the lesser, shall be necessary to constitute a quorum for the transaction of business, except to adjourn as provided hereinafter; provided, however, in no event shall a quorum be less than one-fifth of the authorized number of Trustees. Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number in any particular instance is required by law, the Articles of Incorporation or these Bylaws.
   3. Participation.  At the discretion of the Chair, Trustees may participate in a meeting through use of conference telephone, electronic video screen communication or electronic transmission by and to the corporation.  Participation in a meeting through use of conference telephone or electronic video screen communication pursuant to this subdivision constitutes presence in person at that meeting as long as all Trustees participating in the meeting are able to hear one another.  Participation in a meeting through use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication, pursuant to this subsection, constitutes presence in person at that meeting if both of the following apply: (i) each Trustee participating in the meeting can communicate with all of the other Trustees concurrently; (ii) each Trustee is provided the means of participating in all matters before the Board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the College, and (iii) the College adopts and implements measures (A) to verify that the person participating in the meeting is a Trustee or other person entitled to attend the meeting, (B) to assure that all actions of, or votes by, the Board are taken or cast only by the Trustees and not by persons who are not Trustees, and (C) to create a record of all such actions or votes that is capable of retention, retrieval, and review and that may be rendered into clearly legible tangible form.
   4. Proxies.  Trustees may not vote by proxy at a meeting of the Board.
   5. Action by Unanimous Written Consent.  Any action that the Board is required or permitted to take may be taken without a meeting, if all members of the Board consent in writing to the action and if the number of Trustees then in office constitutes a quorum; provided, however, that the consent of any Trustee who is an “interested director” as defined in Section 5233 of the CCC or is a common director as described in Section 5234 of the CCC, shall not be required for approval of that transaction, provided such Trustee abstains in writing from providing consent, and (i) the facts described in Corporations Code §5233(d)(1) or (d)(2) are established or the provisions of Corporations Code §5233(a) are satisfied, as appropriate, at or before the execution of the written consent or consents; (ii) the establishment of those facts or satisfaction of those provisions is included in the written consent or consents executed by the Trustees who are not interested or common directors or in other records of the College; and (iii) the Trustees who are not interested or common directors approve the action by a vote that is sufficient without counting the votes of the Trustee(s) who is/are interested directors or common directors.  Such action by written consent shall have the same force and effect as any other validly approved action of the Board.  All such consents shall be filed with the minutes of the proceedings of the Board.
7. Adjournment.  A majority of the Trustees present, whether or not a quorum is present, may adjourn any meeting to another time and place.  If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Trustees who were not present at the time of adjournment.

ARTICLE VI
OFFICERS OF THE COLLEGE

1. Officers.  The officers of the College shall be the Chair of the Board (“Chair”), the President of the College (“President”), the Vice Chair of the Board (“Vice Chair”), the Secretary, the Treasurer and the Controller. All officers shall be appointed by and serve at the pleasure of the Board.  Except for the office of President, one person may hold two or more College offices. The College may also have, at the discretion of the Board, one or more additional vice chairs, one or more vice-presidents, one or more assistant secretaries, one or more assistant treasurers and one or more assistant controllers. Any number of offices may be held by the same person, except that the President, Secretary, and the Treasurer may not serve concurrently as the Chair. The Chair and the Vice Chair shall be chosen from among the Trustees, but none of the other officers of the College need be a Trustee in order to qualify for election or to hold office.
2. Election.  The officers of the College (except such officers as may be appointed in accordance with the provisions of Section 6.3 or Section 6.5 of this Article VI) shall be chosen by a majority vote of the Board, and, except as otherwise provided under any contract of employment, each shall hold their office at the pleasure of the Board until they shall resign or be removed or otherwise be disqualified to serve.
3. Subordinate Officers.  In addition to the designated officers of the College provided under Section 6.1, the President may appoint subordinate officers as the business of the College may require, each of whom shall have such authority and perform such duties as are provided in these Bylaws or as the President specifies.  Subject to Section 6.4 below and the obligations of a subordinate officer under any contract of employment, each such subordinate officer shall hold office at the pleasure of the President until they shall resign or be removed or otherwise be disqualified to serve.  Employment contracts exceeding a term of one year for any such subordinate officers shall require review and approval by the Board.
4. Removal.  Subject to the rights, if any, of the officer under any contract of employment, an officer may be removed at any time by action of a majority of the Board in office at such time during any regular or special meeting of the Board.
5. Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled by the Board in the manner prescribed in the Bylaws for regular appointment to such office.
6. Chair.  The Chair shall preside at all meetings of the Board. The Chair shall be a voting ex officio member of all standing committees, including the Executive Committee, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws, or as may be delegated by the Executive Committee.
7. President.  Subject to the direction of the Board, the President shall be the chief executive officer of the College, shall have general supervision of instruction, administration and discipline, shall make all nominations for appointment to the faculty and shall perform the duties customarily performed by college presidents. The President shall be chair of the faculty and shall appoint all regular committees of that body. The President shall ordinarily preside at the public and general meetings of the College. The President shall keep the Board fully informed as to all matters pertaining to the College and shall present to the Board reports concerning the operations of the College with such comments and suggestions as they deem proper. The President shall serve as an ex officio member of all standing committees of the Board, including the Executive Committee but excluding the Audit and Risk Management Committee and the Compensation Committee.
8. Vice Chair.  In the absence or disability of the Chair, the Vice Chair shall perform all duties of the Chair, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chair. The Vice Chair shall have such other powers and perform such other duties as from time to time shall be prescribed by the Board or these Bylaws.
9. Secretary.  The Secretary shall keep, or cause to be kept, a book of minutes in accordance with Section 10.1 below at the principal office of the College (or such other place as the Board may order) of all meetings of the Board and all meetings of the Executive Committee. The Secretary shall give, or cause to be given, notice of all meetings of the Board and of the Executive Committee, and shall keep the seal of the College in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.
10. Treasurer.  The Treasurer shall be the chief financial officer of the College and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the College, including accounts of its assets, liabilities, receipts, disbursements, gains, losses and other matters pertaining to the College’s business. The books of account shall at all reasonable times be open to inspection by any Trustee. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the College with such depositories as may be designated by the Board.  The Treasurer shall receive and keep safely all evidences of title to the property of the College and shall receive, hold and keep safely all funds and securities belonging to the College, and shall invest and re-invest said funds under the direction of the Investment Committee, of which they shall be an ex officio non-voting member. The Treasurer shall be responsible for the general care of the securities and shall be custodian of all trust and investment funds of the College. The Treasurer shall transfer to the Controller the income from invested funds available for current use, unless otherwise directed by the Board.  The Treasurer shall render to the Chair, whenever requested, an account of all their transactions as Treasurer, of the financial condition of the College, shall cause the financial statements of the College to be prepared in accordance with Section 10.2 of these Bylaws, and shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.
11. Controller.  The Controller shall give or cause to be given receipts and acquittances for monies paid in or on account of the College, and shall disburse the funds of the College as may be ordered by the officers of the College or by the Board, taking proper vouchers for all such disbursements.  The Controller shall enter or cause to be entered in the books of the College to be kept for that purpose full and accurate accounts of all monies received and paid out on account of the College, and whenever required by the President or Treasurer or Board, the Controller shall render a statement of cash accounts and shall perform such other duties as may be assigned from time to time by the Board.  The Controller shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.  One or more assistant controllers may perform the duties of the Controller in circumstances where the Controller lacks the ability to act.  

ARTICLE VII
FACULTY

1. Composition of the Faculty.  The faculty shall consist of the President, all teachers irrespective of rank who have been appointed members of the faculty by the Board or President, and such officers of the College designated as faculty members by the President with the approval of the Board.
2. Term and Termination.  Members of the faculty will be appointed by the Board or, in accordance with such delegated authority as the Board may give, by the President. Members of the faculty shall be employed for specified contractual periods. Tenure may be granted only by the Board and only upon the recommendation of the President. Terminations within contract periods or terminations of tenured members of the faculty will be for cause and will be done in accordance with the 1940 Statement on Academic Freedom and subsequent interpretive comments of the American Association of University Professors.
3. Organization of Faculty.  The faculty shall be organized under and pursuant to such bylaws as shall be adopted by the members thereof subject to the approval of the Board. Such bylaws may from time to time be changed or amended; provided, however, that any change or amendment, before it becomes effective, shall be approved by the Board. Said bylaws, as they shall from time to time be in force, shall, in addition to provisions having to do with routine organizational matters, contain provisions (i) to govern such matters as the appointment of faculty officers and to define their authority and duties, (ii) to organize the faculty into suitable departments, (iii) to define and authorize the appointment of various committees to handle the academic and other work of the College and to set forth the scope of the authority of such committees, (iv) to set forth the standards and procedures to be followed in the handling of disciplinary problems involving students or members of the faculty, including appropriate procedures for dismissal from the College. Such bylaws shall also provide procedures for the amendment thereof and for the approval of amendments by the Board.

ARTICLE VIII
MISCELLANEOUS

1. Checks, Drafts, Etc.  All checks, drafts, electronic funds transfers, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the College, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board.
2. Contracts, Etc., How Executed.  The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the College, and such authority may be general or confined to specific instances; and unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the College by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.
3. Representation of Securities in Other Entities.  The Chair or any Vice Chair and the Secretary or any assistant secretary are authorized to vote, represent and exercise all rights on behalf of the College incident to any and all shares of any other corporation, and securities of any other entity, and to give instructions concerning the voting, representing or the exercise of rights incident to any such shares in the name of any nominee or trust. The authority herein granted to said officers may be exercised either by such officers or by any person authorized so to do by proxy or power of attorney duly executed by said officers.
4. Fiscal Year.  The fiscal year of this College shall begin on the first day of July in each year.
5. Conflicts of Interest.  The College through its Board, may promulgate from time to time a conflict of interest policy and other policies consistent with the law then in effect and principals of good governance, to be adhered to by the Trustees, officers, faculty and staff.   
6. Electronic Transmission.  Subject to any guidelines and procedures that the Board may adopt from time to time, the terms “written” and “in writing” as used in these Bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means and may include electronic transmissions, such as facsimile or e-mail, provided (i) for electronic transmissions from the College, the College has obtained an unrevoked written consent from the recipient to the use of such means of communication; (ii) for electronic transmissions to the College, the College has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (iii) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form.
7. Interpretation.  All references in these Bylaws to statutes, rules, regulations and similar legislative action shall include such statutes, rules, regulations and similar legislative action as now in effect or as hereafter amended or supplemented and shall also include any successor statutes, rules, regulations and similar legislative actions.  Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the Nonprofit Public Benefit Law shall govern the construction of these Bylaws.

ARTICLE IX
INDEMNIFICATION

1. Definitions.  For the purposes of this Article IX, “Agent” means any person who is or was a Trustee, officer, employee or other agent of the College, or is or was serving at the request of the College as a Trustee, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, entity or association, whether nonprofit or for profit, including, without limitation, employee retirement trust funds, investment trust funds, endowment funds, building funds and the like (all of the foregoing entities and funds are referred to herein as “Affiliates”); “Proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative or the like; and, “Expenses” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification under Section 9.2 or 9.3 of this Article IX.
2. Indemnification in Actions by Third Parties.  The College shall indemnify any Trustee or officer, and may indemnify upon the approval of the Board any other Agent, who was or is a party, or is threatened to be made a party to, or is compelled to testify or be a witness in any Proceeding (other than, to the extent prohibited by law, an action against the person seeking indemnification by or in the right of the College to procure a judgment in its favor, an action brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an Agent of the College, against Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (such amounts shall be deemed, for all purposes, to be reasonably incurred if incurred upon advice of counsel, or if reasonable people could differ as to the reasonableness of incurring such amounts, or if at the time of incurring such amounts such Agent had a reasonable belief as to the reasonableness of incurring such amounts, or if incurred at the direction or order of any court or governmental agency, or if incurred to preserve rights or remedies or defenses) in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the College and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Agent did not act in good faith and in a manner which the Agent reasonably believed to be in the best interests of the College or that the Agent had reasonable cause to believe that their conduct was unlawful. Any person seeking to invalidate any such indemnification on the basis of any limitation in these Bylaws thereby shall be deemed to have, and by relying upon such limitation shall be deemed to have agreed that such person has, the burden of proof in establishing that the Agent did not act in good faith and in a manner which the Agent did not reasonably believe to be in the best interests of the College or that the Agent had reasonable cause to believe that their conduct was unlawful.
3. Indemnification in Actions by or in the Right of the College.  The College shall indemnify any Trustee or officer, and may indemnify upon the approval of the Board any other Agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the College, or brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an Agent of the College, against Expenses (and all other amounts to the extent permitted by law) actually and reasonably incurred (such amounts shall be deemed for all purposes, to be reasonably incurred if incurred upon advice of counsel, or if reasonable people could differ as to the reasonableness of incurring such amounts, or if at that time of incurring such amounts such Agent had a reasonable belief as to the reasonableness of incurring such amounts, or if incurred at the direction or order of any court or governmental agency, or if incurred to preserve rights or remedies or defenses) by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the College and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances (any person seeking to invalidate any such indemnification based upon the foregoing or following limitations shall be deemed to have, and by relying upon such limitation shall be deemed to have agreed that such person has, the burden of proof in establishing the nonavailability of such indemnification pursuant to the forgoing limitations). However, no indemnification shall be made under this Section 9.3:
   1. In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the College in the performance of such person’s duty to the College, unless and only to the extent that the court in which such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the Expenses which such court shall determine (to the maximum extent permitted by law, such Agent shall be presumed to be fairly and reasonably entitled to indemnification for such Expenses unless and until such court shall affirmatively find to the contrary);
   2. Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval (except as otherwise permitted by law, and excluding from the foregoing limitation amounts paid on behalf of the College or its Affiliates); or
   3. Of Expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless it is settled with the approval of the Attorney General (except as otherwise permitted by law, and excluding from the foregoing limitation amounts paid on behalf of the College or its Affiliates).
4. Advance of Expenses.  Expenses incurred in defending any Proceeding may be advanced by the College or Affiliates prior to the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the Agent to repay such amount if it shall be determined ultimately that the Agent is entitled to be indemnified as authorized in this Article IX.
5. Other Indemnification.  No provision made by the College to indemnify any Agent for the defense of any Proceeding, whether contained in the Articles of Incorporation, Bylaws or resolution of the Board, an agreement or otherwise, shall be valid unless consistent with this Article IX. Nothing contained in this Article IX shall affect any right to indemnification to which persons other than any Agent may be entitled by contract or otherwise. Unless otherwise agreed by an Agent, the indemnification rights provided herein and applicable at the time of such Agent’s employment or at the time such Agent takes office shall be deemed to be part of such Agent’s employment contract and may not be diminished except by changes in law or determination by a court or by vote of a majority of the Board. Any enlargement or enhancement of indemnification rights applicable to nonprofit corporations generally, whether resulting from a determination of a court or by adoption of statutory law, shall be deemed automatically incorporated into this Article IX without further action by the College (the provisions of the preceding sentence are not applicable to the provisions of this sentence).   
6. Forms of Indemnification Not Permitted.  Except as provided in Section 9.7, no indemnification or advance shall be made under this Article IX in any circumstances where it appears:
   1. that it would be inconsistent with any provision of the Articles of Incorporation, these Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the Proceedings in which the Expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
   2. that it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Any person seeking to invalidate indemnification based upon the provisions of this Section (or comparable provisions of law) shall be deemed to have, and by relying upon such provisions shall be deemed to have agreed that such person has, the burden of proof in establishing the nonavailability of such indemnification.

1. Indemnification of Successful Agent.  To the extent that an Agent has been successful on the merits in defense of any Proceeding referred to in Section 9.2 or 9.3 or in defense of any claim, issue or matter therein, the Agent shall be indemnified against Expenses actually and reasonably incurred by the Agent in connection therewith.
2. Determination of Indemnification.  Except as provided in Section 9.7 and to the extent otherwise required by law, any indemnification under this Article IX shall be made by the College only if authorized in the specific case, upon a determination that indemnification of the Agent is proper in the circumstances because the Agent has met the applicable standard of conduct set forth in Sections 9.2 or 9.3 by:
   1. a majority vote of a quorum of the Board consisting of Trustees who are not parties to such Proceeding;
   2. approval of the Board, with the persons to be indemnified not being entitled to vote thereon; or
   3. the court in which such Proceeding is or was pending upon application made by the College, an Agent, an attorney or the person rendering services in connection with the defense, whether or not such application by the Agent, attorney or other person is opposed by the College.
3. Insurance.  The College shall have power to purchase and maintain insurance on behalf of any Agent of the College against any liability asserted against or incurred by the Agent in such capacity or arising out of the Agent’s status as such whether or not the College would have the power to indemnify the Agent against such liability under the provisions of this Article IX or under applicable law, provided, however, that the College shall have no power to purchase and maintain such insurance to indemnify any Agent of the College for a violation of Section 5233 of the California Nonprofit Public Benefit Corporation Law.
4. Nonapplicability to Fiduciaries of Employee Benefit Plans.  This Article IX does not apply to any Proceeding against any trustee, investment manager or other fiduciary of any pension, deferred compensation, savings, thrift, or other retirement, incentive, or benefit plan, trust, or provision for any or all of the College’s Trustees, officers, employees, and persons providing services to the College  or any of its subsidiaries, or related or affiliated corporations, in such person’s capacity as such, even though such person may also be an Agent of the College.  The Board shall have the power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 5140 of the CCC.

ARTICLE X
RECORDS

1. Minute Book.  The College shall keep or cause to be kept a minute book which shall contain:
   1. The record of all meetings of the Board and of the Executive Committee, including date, time, place, whether annual, regular, or special and if special how authorized, the notice thereof given, the names of those attending and the proceedings thereof, a copy of the notice of the meeting and when and how given, written waivers of notice of meeting, written consents to holding meeting, written approvals of minutes of meeting, and unanimous written consents to action of the Board without a meeting, and similarly as to meetings of committees of the Board established pursuant to these Bylaws. 
   2. A copy of the Articles of Incorporation, and all amendments thereof, and a copy of all certificates filed with the Secretary of State; and
   3. A copy of these Bylaws, and all amendments hereof, duly certified by the Secretary.
2. Annual Report. 
   1. Contents.  An annual report shall be furnished annually to all Trustees within 120 days after the end of the College’s fiscal year and shall include financial statements as described in subsection (b) of this Section 10.2, and all information required by Section 10.3 of these Bylaws.  The financial statements included with the annual report shall be accompanied by a report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the College that such statements were prepared without audit from the books and records of the College.
   2. Financial Statements.  When required by applicable law, financial statements of the College shall be audited by an external auditor and shall fairly present in appropriate detail the following in accordance with generally accepted accounting principles then in effect:
      1. The assets and liabilities, including trust funds, of the College as of the end of the fiscal year;
      2. The principal changes in assets and liabilities, including trust funds, during the fiscal year;
      3. The revenue or receipts of the College, both unrestricted and restricted to particular purposes, for the fiscal year; and
      4. The expenses or disbursements of the College for both general and restricted purposes, during the fiscal year.
   3. Waiver.  The requirement of an annual report shall not apply if the College receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all Trustees who request it in writing.  If the Board approves, the College may send the report and any accompanying material sent pursuant to this Section 10.2 by electronic transmission. 
3. Report of Transactions and Indemnifications.  As part of the annual report to all Trustees required by Section 10.2 of these Bylaws, or a separate document if no annual report is issued, the College shall annually prepare and mail, deliver or send by electronic transmission to all Trustees a statement of any transaction between the College and one of its officers or Trustees or of any indemnification paid to any officer or Trustee if, and to the extent, required by Section 6322 of the CCC.  The statement shall be mailed within 120 days after the close of the fiscal year.  The statement required by this section shall describe briefly:
   1. Covered Transactions.  Any covered transaction during the previous fiscal year involving more than Fifty Thousand Dollars ($50,000), or which was one of a number of covered transactions in which the same “interested person” had a direct or indirect material financial interest, and which transactions in the aggregate involved more than Fifty Thousand Dollars ($50,000).  The names of the “interested persons” involved in such transactions, stating such person’s relationship to the College, the nature of such person’s interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
   2. Indemnifications.  The statement shall describe briefly the amount and circumstances of any indemnifications or advances aggregating to more than Ten Thousand Dollars ($10,000) paid during the fiscal year to any officer or Trustee of the College pursuant to Section 5238 of the CCC.

For purposes of this Section 10.3, an “interested person” is (i) any Trustee or officer of the College, or any director or officer of its parent or subsidiary; and (ii) any holder of more than 10 percent (10%) of the voting power of the College, its parent or subsidiary.

ARTICLE XI
AMENDMENTS

New Bylaws may be adopted or these Bylaws may be amended or repealed by a majority of the authorized number of Trustees in office at such time.

ARTICLE XII
EMERGENCY BYLAWS

1. Applicability.  The provisions of this Article XII shall be operative only during the following events and conditions (each an “Emergency”) as a result of which, and only so long as, a quorum of the Board cannot be readily convened:
   1. A natural catastrophe, including, but not limited to, a hurricane, tornado, storm, high water, wind-driven water, tidal wave, tsunami, earthquake, volcanic eruption, landslide, mudslide, snowstorm, or drought, or regardless of cause, any fire, flood, or explosion;
   2. An attack on this state or nation by an enemy of the United States of America, or on receipt by this state of a warning from the federal government indicating that an enemy attack is probable or imminent;
   3. An act of terrorism or other man-made disaster that results in extraordinary levels of casualties or damage or disruption severely affecting the infrastructure, environment, economy, government function, or population, including, but not limited to, mass evacuations; or
   4. A state of emergency proclaimed by the governor of the state in which one or more Directors are resident, or by the President of the United States.
2. Calling and Noticing Meetings.  During an Emergency, and only as necessary to conduct the College’s ordinary business operations and affairs, a meeting of the Board or of any committee may be called by any officer of the College or by any Trustee.  Notice of a meeting so called need be given only to those Trustees or members of the committee, as the case may be, as it may be feasible to reach at the time and by the means feasible at the time including, without limitation, publication or radio.
3. Quorum.  During an Emergency, and only as necessary to conduct the College’s ordinary business operations and affairs, the Trustee or Trustees in attendance at the meeting of the Board so called pursuant to Section 12.2, and the member or members of the Executive Committee, if any, in attendance at a meeting of the Executive Committee so called, shall constitute a quorum.  If none is in attendance at the meeting, the officers of the College in attendance or other persons designated on a list approved by the Board of Trustees before the Emergency, all in the order of priority and during the Emergency as may be provided in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the Board of Trustees or of the Executive Committee, be deemed Trustees or members of the Executive Committee, as the case may be, for the meeting.
4. Line of Succession.  The Board, either before or during any Emergency, may provide, and from time to time modify, lines of succession in the event that during the Emergency any or all officers of the College or agents of the College shall for any reason be rendered incapable of discharging their respective duties.  Any lines of succession created by the Board of Trustees, either before or during any such emergency, shall comply with the succession provisions of Section 6 and Section 8 of Article V hereto, concerning the roles of the Vice-Chair(s) of the Board and the Vice President for Academic Affairs/Dean of Faculty, respectively. 
5. Principal Office.  The Board, either before or during any Emergency, may, effective during an Emergency, change the principal office or designate several alternative offices or authorize the officers of the College to do so.

BYLAWS OF PITZER COLLEGE

Summary of Action