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Redlined to reflect proposed changes to Bylaws approved at the May 2012 membership meeting.

LA SIERRA UNIVERSITY BYLAWS1

ARTICLE ONE: Name
The name of this C01poration is La Siena University, hereinafter refened to as "the University."

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ARTICLE TWO: Location

The principal office of the University is located in the City and County of Riverside, State of Califomia. The Board ofTmstees (Aliicle Six) (which may also be refened to as the "Board") may at any time establish branch or subordinate offices at any place or places where the University is qualified to conduct its activities.

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ARTICLE THREE: Legal Entity

The tem1 "La Siena University;" is used to refer to the entire organization and is the legal entity responsible for the fimctioning of its various divisions which include but are not limited to the University campus.

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ARTICLE FOUR: Purposes

The University is an institution of higher education sponsored and maintained by the Pacific Union Conference of Seventh-day Adventists ("Pacific a s pati of the system of educational institutions established throughout the world by the Seventh-day Adventist Chm ch. The University is operated by its Board ofTmstees as an integral pati of the Pacific Union Con:ferooee of :Seventh day t''..:dventists. The patiiculru objectives for which the University is f01med rue set fotih in the Alticles of Incorporation as filed with the Secretruy of State of the State of Califomia.

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These explanatory footnotes are part of the Articles and Bylaws Committee's report to the 2013 special constituency session and are not a part of the bylaws. These footnotes will not appear in the bylaws, as adopted. The line numbers in the left margin will also be eliminated from the final version.
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Later references to the union use this shorter name.

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ARTICLE FIVE: Constituent Membership

Section 5.1 Membership: The University shall have a Constituent Membership as provided for in Section 5.3. Members shall have only those rights and duties as specifically set fmth in these Bylaws. h1 addition, the University may refer to persons associated with it as "members" even though those persons are not members as herein defined. No such reference shall constitute anyone a member within the meaning of Section 5056 of the Califomia Corporations Code. Section 5.2 Functions of the Membership: It shall be the function of the constituent members to attend official Constituent Membership meetings of the University; to infmm themselves on the business of the University to be transacted; to elect the members of the Borud ofTmstees; to receive the report of the auditor (Article Eight) for the previous period; to amend the Alticles of fucorporation; to adopt, amend, or repeal the Bylaws as set fmth in A.Iticle Ten hereof; to dispose of all or substantially all the corporate assets; to adopt, amend, or repeal a merger agreement; to wind up and dissolve the University; and to transact such other business as may be submitted to the Constituent Membership by the Borud of Tmstees. All other cmporate authority shall be resetved to the Board ofTmstees. Constituent members shall setve only for the meetings of the Constituent Membership for which they rue appointed. Section 5.3 Designation ofMembership: The constituent members of the University shall be members of the Seventh-day Adventist Church and, subject to tllis condition, except as provided for in c. below, shall include the following: a. The members of the Executive Committ.ee of the Pacific Union CoH:fefOftee l.::dvelifists.

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Elo;'

b. Two (2) representatives from the AIizona Conference of Seventh-day Adventists and three (3) representatives each from the Southeastem Califomia a11d Southem Califomia conferences of Seventh-day Adventists. These representatives shall be elected by the Executive Cotmnittee of the Pacific Union CoHtefOftee ofevenili EloyAdveatists :fi:om nonlinations submitted by the e,Executive eCommittees of the respective conferences, which shall consider suggestions made by the Borud of Directors of the Alumni Association. c. The tmstees of the University, one of whom may be a non-Seventh-day Adventist Christian, as provided for in Section 6.2. d. The provost a11d vice presidents of the University and the dea11s of the College and Schools of the University. e. The chair of the Faculty Senate plus four (4) additional faculty representatives elected by the Faculty Senate, plus two (2) additional representatives of the non-faculty staff selected by the staff of the University.

f.

Two (2) representatives from runong the elected officers of the Student Association of La Siena University chosen by vote of the Student Senate.

g. Six (6) representatives of the Borud ofDirectors of the Ahunni Association as follows: president, president-elect, and four members elected by the Borud of Directors.

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h. Additional constituent members may be seated by a two-thirds (2/3) vote of the constituent members as defined above. Section 5.4 Constituent Membership Meetings: Constituent Membership meetings shall be held on the campus of the University not less frequently than in altemate academic years. Notice of such regular or special meetings shall be given in writing, as required in Section 13.2, not less than thitty (30) days nor more than ninety (90) days prior to the date of such meeting, according to a list of constituent members ce1tified by the president. In addition, notice will be published in the Pacific Union Recorder not less than thitty (30) days nor more than ninety (90) days prior to the date of the meeting. An agenda, together with supp01ting materials, shall be mailed or sent as provided in Section 13.2 not less than ten (10) days prior to the date of the meeting. Supp01ting materials shall include a list of Board nominees and their backgrmmd, along with an e-mail address for constituent members to use to submit comments on Board nominees to the Nominating Committee. Section 5.5 Officers of the Constituent Membership: The Constituent Membership in session shall be chaired by the president of the Pacific Union Coafereace of SeveH:th day l ..dveH:tists. Section 5.6 Nominating Committee: The Board of Trustees shall appoint a Nominating Committee. This committee shall meet at least sixty (60) days prior to the regular meetings of the Constituent Membership and shall consist ofBoard's trusteeship committee (the chair of which shall chair the Nominating Committee), together with four (4) additional members appointed by the Board as follows: a. A faculty member appointed from at least three (3) nominees submitted by the Faculty Senate. b. A student appointed from at least three (3) nominees submitted by the Student Senate of the Student Association of La Siena University. c. An alumnus appointed from at least three (3) nominees submitted by the Board of Directors of the Almnni Association. d. A staff member appointed from at least three (3) nominees submitted by the staff. With the exception of those trustees appointed ex officio pursuant to Section 6.2 a, b, c, and d, the Nominating Committee shall nominate persons for election to the Board ofTmstees. The Nominating Committ.ee shall serve for only one (1) meeting of the Constituent Membership and shall rep011 its n01ninations to the Constituent Membership in session. If the Constituent Membership by majority vote objects to the rep011 or any prut of it, the portion of the rep01t to which objection is made shall be retumed to the Nominating Committee dming the session for fruther consideration and rep01t. The Borud's tmsteeship committee shall have an ongoing responsibility between meetings of the Constituent Membership to collect nrunes of potential Board n01ninees, both for the pmpose of advising the Nominating Connnittee and for the pmpose of making reconnnendations to the Borud regruding the filling of Board vacancies between meetings of the Constituent Membership.

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Section 5.7 Alticles and Bylaws Committee: The Board ofTmstees shall appoint an Alticles and Bylaws Committee. This committee shall meet at least ninety (90) days prior to the regular meetings of the Constituent Membership and shall consist of six (6) members appointed as follows: a. The chair of the Board ofTmstees or designee. b. Two (2) tJ.ustees, one of whom shall be designated by the chair of the Board ofTmstees as committee chair. c. The president or designee. d. A faculty member appointed from three (3) nominees submitted by the Faculty Senate. e. A staff member appointed from three (3) nominees submitted by the staff. The University's legal cmmsel shall serve as non-voting advisor to the committee. The members of the Alticles and Bylaws Committee shall setve for two (2) regular meetings of the Constituent Membership after which the Board shall appoint and reappoint the membership of the committee. The Alticles and Bylaws Committee shall review the Alticles oflncmp oration and the Bylaws and suggest possible amendments to the Constituent Membership in session for consideration and adoption pursuant to Alticle Ten of these Bylaws. Section 5.8 Special Meetings: A special meeting of the Constituent Membership may be called by vote of the Board of Trustees or upon the written request of not fewer than twenty percent (20%) of the constituent members as defined in Section 5.3 of thi,s Alticle, such written request having been delivered to the chair, vice chair, or president. The president shall give notice of such a special meeting in the same manner as for a regular meeting. Such notice shall specify the items of business to be considered. Only items ofbusiness so specified in the notice shall be considered at that special meeting. Section 5.9 Ouonnn: Except to adjoum, a majority of the authorized number of members shall constitute a quomm of the Constituent Membership for the tJ.ansaction of business. A meeting at which a quomm is initially present may continue to transact business notwithstanding the loss of quotum, if any action taken is approved by at least a majority of the required quomm for such meeting, or such greater number as is required by these Bylaws. Section 5.10 Voting: Voting shall be by roll call or hand vote at the discretion of the chair, unless a secret ballot is requested by any member. Ballots shall be counted by a committ.ee of three tellers appointed by chair. Section Y.-.11 One Member, One Vote: Each constituent member shall have only one vote,tl:ft4 eftly eH:e, on any question. No member may vote or act by proxy, except as provided for in Section 14.2.

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ARTICLE SIX: Trustees

Section 6.1 Board of Trustees: Subject to the provisions of the Califomia Cotporations Code and any limitations in the Alticles offucotporation or these Bylaws, and in accordance with the religious principles of the Seventh-day Adventist Chmch, the temporal activities, business, and affairs of the University shall be managed and all cmporate powers shall be exercised by, or under the direction of, the Board ofTmstees. Tmstees shall be persons capable of contributing to the enhancement of the University through church or community leadership, educational expeltise, fmancial suppolt, or personal effmi. Section 6.2 Tmstee Membership: The Board of Trustees shall have a membership of twenty-three (23) persons, all of whom shall be Christians and at least twenty-two (22) of whom shall be members of the Seventh-day Adventist Church. The following persons shall be trustees: a. The president, secretaty, treasurer, and vice president of the Pacific Union Seventh: day Adea:tists.

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b. The presidents of the Arizona, Southeastem Califomia, and Southem Califomia eConferences of Seventh-day Adventists. c. The director of education of the Pacific Union Coa:ierenee of SC';ent-1-1 day P..dventists. d. The president of the University. e. Fomteen (14) other persons elected by the Constituent Membership. At least H:ifte..twelve (9-11) of these trustees shall not be employed by any entity of the Seventh-day Adventist

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Section 6.3 Tetm of Office: The trustees described in Subsection 6.2.e (the "elected tr11stees") shall, unless removed or resigning from office, hold office lmtil their successors are duly elected. The tetm of office for each elected tr1IStee commences on the first day of the first fiscal year after the election of such trustee. An elected trustee's tetm of office shall continue through the last day of the fiscal year in which that tr11stee's successor is duly elected. The tetm(s) of office for elected tniStees shall be as follows: (a) an initial tetm of not-to-exceed two (2) years; (b) no more than three (3) additional consecutive four (4)-year tetms; and (c) no more than fomteen (14) consecutive years oerall, YBless the Coastit:HeBt Membership approves a1 eKeeptioa Hpoa speeial reqHest by the 4 Board ofTmstees.- The tetms ofthe elected tr11Stees shall be staggered, so that the tetms of no more than five elected trustees expire at any one tin1e.

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This change conforms to the long-standing practice of having a majority of the board consist of laypersons.
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While this fixes the outside term of a board member at 14 years. it would still allow the constituency to re-elect that board member after
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Section 6.4 Tmstees Emeritus and Emerita: The Board ofTmstees may elect as Tmstee Emeritus or Emerita any person who has had extraordinmy and distinctive service to the University that merits exceptional recognition and who has se1ved at least twelve (12) years. The tmsteeship committee shall review nominations from whatever source and recommend individuals to the Board for consideration. Tmstees Emeritus and Emerita shall receive all notices and minutes sent to other trustees and invitations to attend meetings of the Board of Tmstees with voice but without vote. They may also se1ve as invitees to committees of the Board of Tmstees. Section 6.5 of the Board ofTmstees: The pfesideat of the Paeifie Uffion Confefenee of Seen4. day 1\dYentists shall se1ve as chair of the Boad ofTmstees. It shall be the fimctioa of the ehaif: The officers of the Board ofTmstees shall consist of a chair and vice-chair. The chair and m at the first meeting of vice chair of the Board ofTmstees shall each be elected for a two-year te1 the Board ofTmstees following the meeting of the Constituent Membership, with the president se1ving as acting chair until the board chair is elected. The chair shall be elected from the tn.1stees described in Subsections 6.2.a, above, and the vice chair shall be elected from the tmstees described in Subsection6.2.e, above; provided, however. that neither the chair nor vice chair may be the chair or vice chair of the bomd of any other accredited institution of higher The duties of officers are as follows:.

a two-year break. This change is intended to apply prospectively, and will not affect any existing board members.
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The committee is recommending the following changes: (a) That the chair be elected from one of the union officers, rather than automatically being the union president. This allows the board to select its own chair, while leaving board leadership with a union officer. (b) That the vice chair be a layperson (reflecting the board's practice since 1996). (c) That neither the chair or vice chair serve as chair or vice chair of another university or college. This addresses a WASC concern of eliminating a possible conflict-of-interest in the leadership of two institutions {i.e., La Sierra and PUC). (d) That the description of the Board officers and their duties be consolidated here from existing Sections 6. 5 and 6. 6.

The changes here and at Sections 6.8 and 7.2 reflect an emphasis on the board setting basic university policy, then holding the president accountable for the implementation of that policy.
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a.

It shall be the fi.mction of the chan:

&.-LTo plan (in consultation with the president) and preside at meetings of the Constituent Membership of the University and of the Board ofTmstees.

b-:2. To ensme that all actions of the Constituent Membership and all actions of the Board ofTmstees are cauied into effect solely through the University president.
e-:-LTo invite additional persons as consultants to attend meetings of the Board of Tmstees or its cmmnittees. 4. To have the Board assess the strengths and weaknesses of the Board and its committees. and to have the Board devise a plan to address any apparent needs. 5. To ensme that the Board is well infonned about and engaged with the University's issues and needs.

4-6.To eeBSlHt with tl:te Uftiyctsit=y aEIHHBistfatieB have ongoing consultation with the
president between meetings of the Board ofTmstees regarding progress in meeting the goals and objectives established by the Board. e-:-7. To be available to represent the Board ofTmstees at University functions. f.,LTo lead, with the president, the Board ofTmstees in raising fi.mds for the University. %:',9. To perfmm such other duties as the Board ofTmstees shall delegate. b. It shall be the fi.mction of the vice chair. in the absence of the chair or in the case of the chair's inability to act or at the request of the chair, to exercise all functions of the chair and to perfonn such other duties as the Board shall delegate.

eetiofl 6.6 Vice Cftati oHlte Boanl ofTt'Hstees: The viee elta:H oHlte Board of Trustees shall be elected ier a year tertB irem etBeng the tt:Yetees at tlte First tBeetiBg eftlte "Qeard efTntstees ffilloNing tlte regulm meetffig of tlte CoflStiS:teftt Membersl:Hp. R shall be the fuBetioa of the viee chaii, in the abseBee of the chaii or in the ease of the ehaii's inability to aet or at the request of the chair, to eJrereise all ftlfletiofls oftlte elta:tr.
Section6.+6 Vacancies: Removal: The Board ofTmstees shall fill any vacancy occmTing in its membership or in the position of chair or vice chair for the unexpired texm; provided, however, that there may be up to fom (4) vacancies of elected trustees (defined in Section 6.3) without being requned to fill such vacancies during the period between Constituent Membership meetings. A tmstee may be removed from office -or from the position of chair or vice chan, with or without cause, upon a vote of two-thirds (2/3) of the ti11stees present at a meeting for which the notice of such meeting includes the removal as an agenda item. Failme to attend two-thllds (2/3) of the tmstees' meetings in a given fiscal year (endlltg each Jtme 30), the exact number to be rounded downward to the nearest whole number, will result in automatic removal unless a majority of the total membership of the Board ofTmstees votes to retain.

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Section 6.&7 Open Meetn1gs: Meetings of the Board ofTmstees shall be open to attendance by University employeeS; and students, except when the meeting or poxtion of a meeting is declared an
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executive session by vote of the tmstees. Additional persons may be invited to attend meetings of the tmstees by the chair or by vote of the Board of Tmstees. Section 6.98 Board Duties and Authority: The Board shall guide the University wisely in fulfilling its mission in higher education in the context of the educational, occupational, moral, spiritual, and social needs and challenges of the Seventh-day Adventist Church and in service to the Pacific Union. The Board will conduct its business in an exemplruy fashion and with appropriate transparency, adhering to the highest ethical standards. ensuring the cunency of Board govemance policies and practices. and periodically assessing the perfonnance of the Board, its committees, ru1d its members . The Board shall be responsible for the well-being, promotion, and suppott of the mission of the University and shall develop the necessary fmancial support adequate for the operation and development of the University. The president is accountable to the Borud of Trustees for the operation of the University and for recommendations in policy and planning. The Board of Tmstees reserves to itself fmal authority for cettain approvals, authorizations, and control. The ftmctions of the Board shall aot be limited to the following:Z a. To establish, revise, disseminate, and ensure proper implementation of the University's mission and major policies, and to ensure that the University's mission and policies rue aligned with the goals, philosophy, and objectives of the Seventh-day Adventist Church.
To order and control all affa.i:rs aad busffiess, atid to be i:nfon'fl:ed ofthe work of the vmi.ous schools, depmiments, eoiiHH:i:ttees IHld programs. To fontRdete, fevise, aHa mai:Htai:H ofiieial polieies. To appl'Ove major policy hatidbooks. To remove from membership oa tHe Board of Trustees for cauBe aad declare 'lacaBt the seat of flti)' tmstee, pl'Ovided howex;er that seeh retnOvaliHld deelmati:oft shall be apptw.'ed by an affinuati:ve vote of Rot less tHan t\vo thifds (2/3) ofthe total membership of the 'Boata ofTrustees.
recruit, appoint, protnOte, di:seiplffie, or Eli:seoRtiRUe and suppott the president; the provost, vice presiEleHts, deaHs, ad.nHRistrative departmeat directors, academic Elepat1meHt chairs, Oiid faculty. Eneept for the presideftt, the Board of Trastees may delegate tHe appointmeHt, promotioft, demoti:oft, or remoel of these Oiid other persoooel. as the chief executive officer charged with the leadership of the institution: to evaluate the effectiveness of the president: and to make changes in the office of the president in hatmony with the goals, philosophy, and objectives of the University.

b. e. d. e.

The changes here and at Sections 6.5 and 7.2 reflect an emphasis on the board setting basic university policy, then holding the president accountable for the implementation of that policy. In addition, the board policy manual (see paragraph (p)) provides the board with an additional means of setting the board's expectations for the university and the president.
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fc.

To charge the president with the task ofleading a strategic plamling process. patticipate in that process. approve the strategic plan. and monitor its progress. To the efieetiveaess ofpolicies aad peisoBBel, espeeiaUy the presideBt, and to tnttke ehatJ:ges hanB:oB:y with the goals, philosophy, atJ:d oajeeti-ves of the UB:P;ersity.

M_To award tenure to faculty members. h.

t:e-'-To grant emeritus status to administrators and faculty.

f.-LT o authorize the acquisition and disposition of real propetiy within the limitations of Section 5.2.
If,..&_To auth01ize the disbursement of funds by designated officers.

l:-!1._To auth01ize the officers (Atticle Seven) to execute annuity agreements, tmst agreements, life income agreements, and other documents confided to the University.

m.

To review the l\J:tieles of ffieotponttioB: O:B:d these Byltl-\'+'S, atJ:d to feeoflillleB:d ehaB:ges..

&..L_To approve the establishment or dissolution of schools, deprutments, aeademic pfogttmisdegrees, centers, and museums. e-:i__To be inf01med about and to patticipate in the accrediting process.

adopt the annual budgets of the University and of any subsidiruy entities.
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t--LTo approve saha:y scales Sfid eoHlpeasatieB: paelEages major capital expenditures.

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To feeei>.e the aflftUal repoti oftlie auditof, and to apptwle the aftfttlfll audited fffiatJ:eifH. 10 statement. To eulti>;ate, facilitate, aB:d pefsoB:ally suppoli the fuad faisiB:g effotis of the UB:ivefsity.
To approve and provide fia<mee, iaeladmg volUBtary support from various ptlblies, for the loB:g nmge developmeB:t of the Uffiversity.

&om. To appoint any standing or ad hoc committees of the Borud ofTmstees that the tmstees may deem necessruy for the efficient functioning atld development of the as mweutive, memaefsliip, academic affairs, pefsoftftel, sntdeB:t life, tn'l1teeship, fiH:atJ:ee, <md eampus plaBBiflg), and to define the responsibilities of such committees. :-!!:_To authorize the bono wing of ftmds or to authorize one of its committees to bonow within guidelines established by the Board ofTmstees.

This is covered in the duties of the Articles and Bylaws Committee, in Section 5. 7.

Salary and compensation are covered in the approval of the budget in the previous paragraph.
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See Article 8.
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o. p.

To engage regularly, in conceit with the president with the University's major constih1encies. To adopt a board policv manual providinJZ effective policies to guide the Board and its committees, as well as Board relationships with University staff, and to facilitate assignment of responsibilities among them. exercise all of the powers confened by the Califomia Corporations Code as it relates to nonprofit religious corporations or other applicable laws consistent with the policies of the Pacific Union Coaiereaee of8eveftth dayAdvefttists.
HSH: fJI"SMt

Section 6 ..,W9 Place of Meeting: The Board ofTmstees shall meet on the University campus in Riverside, Califomia, or elsewhere by designation of the chair or by vote of the tmstees. Either the chair or the vice chair of the Board ofTmstees shall be present at all meetings. Tmstees may patticipate in meetings either in person or by conference telephone or similm communication equipment, provided that all members patticipating can hear each other. Section6.+1-10 Notice of Meeting: Notice of a meeting of the Bomd ofTtustees, together with suppmting materials, shall be given to the tmstees in writing not less than ten (1 0) days prior to the date of the meeting, unless notice is issued as provided in this Alticle. Notices to tmstees shall be effective when sent as provided in Section 13.2. Section 11 Waiver ofNotice: The trat1sactions of any meeting of the Bomd of Tmstees, however called and noticed or wherever held, shall be as valid as though transacted at a meeting duly held after regulm call atld notice, if a quonnn is present atld if, either before or after the meeting, each of the trustees not present signs a written waiver of notice, a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the cotporate records or made a patt of the minutes of the meeting. Notice of a meeting shall be deemed given to any tr11stee who attends a meeting without protesting, either before or at its commencement, the lack of notice to such trustee. Section6.Hl2 Ntnnber ofMeetinJZs: Regtuar meetings of the Bomd ofTmstees shall occur at least (J) four (4) times each yem. Section 6.+413 Special Meetings: Special meetings of the Bomd ofTtustees may be called by the chair or the vice chair or may be called upon written request of not fewer than twenty percent (20%) of the h11stees, delivered to the chair, the vice chair, or the president. The president shall notify the tr11stees of such special meetings in the manner described in Section 6.1 0, except that a meeting may be called on shorter notice if all of the trustees me notified of the meeting and if a majority of the tmstees approve of the time set. Such notice shall specify the items of business to be considered. Only items of business so specified in the notice shall be considered at that special meeting.

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Section 6.t-.14 Action by Written Consent: Any action required or pennitted to be taken by the Board may be taken without a meeting; if all members of the Board shall iHeivifl:sally et" eolleetiYely consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board at a meeting duly called and noticed. Each such written consent or consents shall be filed with the minutes of the proceedings of the Board. Section Quomm: Except to adjoum, a majority of the authorized number oftmstees (with a maiority of those present being tmstees elected under Section 6.2.e of these Bylaws) shall constitute a quomm of the Borud ofTmstees for the transaction of business. A meeting at which a quomm is initially present may continue to transact business notwithstanding the loss of quonun, if any action taken is approved by at least a majority of the required qumutn for such meeting, or such greater number as is required by this Section. Section 6.-H-16 One Tmstee. One Vote: Each trustee shall have only one vote and only oBe '<'Ote on any question. No person may vote or act by proxy. Section 17 Conflicts of Interest: A trustee shall be considered to have a conflict of interest if the tr11stee has existing or potential financial or other interests which impair or might reasonably apperu to impair the exercise of independent, unbiased judgment in the dischruge of responsibilities to the University; or if the trustee is awrue that a frunily member (a spouse, parent, sibling, child, or any relative residing in the srune household as the tmstee) or any organization in which the trustee (or a family member) is an officer, director, employee, member, pruiner, trustee or controlling stockholder has such existing or potential fmancial or other interests. Each trustee will sign and deliver to the Borud chair a conflict of interest statement upon becoming a tmstee. ru1d thereafter once each year at the time specified by the Board. All tmstees shall disclose to the Borud ofTmstees any possible conflict of interest at the eruliest practicable time. No tmstee shall vote on any matter, under consideration at a meeting, of the Board of Tmstees or of any of its committees, in which the tiustee has a conflict of interest. The minutes of such a meeting shall reflect that a disclosure was made ru1d that the tmstee having a conflict of interest abstained from voting. Any tmstee who is 1mcertain whether a conflict of interest may exist in any matter may request the Board ofTtustees or committee to resolve the question by a majority vote.
ARTICLE SEVEN: Officers

Section 7.1 Officers: The officers of the University shall consist of a president, a secretruy, a chief financial officer, and vice presidents appoiHted by the Boad of Tntstees. They shall be members of the Seventh-day Adventist Church. The offieers president shall serve at the pleasure of the Borud of Tmstees and may be removed at any time, with or without cause or notice, by the Board of Tmstees.

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347 348 349 350 3 51 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 3 70 371 372 3 73 374 375 3 76 377

Section 7.2 President: The president shall be the chief admi:nistnttiYe executive officer of the University and shall be responsible for the general direction of all of its operating units. The president or the president's designee shall represent the University before the public, shall preside at all public academic occasions, and shall represent the University on the Board ofTmstees. The president shall also:ll a. Direct the implementation of the policies and the fulfillment of the directives of the Board of Tmstees.

13. Resder ae anaHal eompreheasive rep011 that iBclHdes the am1ual aHdited fmaeeial statemeat.
b . Appoint. promote. direct, discipline. reassign. and discontinue the provost, vice presidents. deans, administTative department directors . acade1nic department chairs. and faculty members. in accordance with established university policies and procedmes. c. Render regular repmis to the Board.

M. Administer the persoBBel programs of the University.

the. Present the annual budget of the University to the Board ofTmstees. e-:f_Lead the University in raising funds.

BS seefOtfit)' fat tae 8eBI"G efTrustees. This fMBetieB sltsll ffiekfae aut Bet ee limitea

fer.Carw out var-ious Board suppoli functions, including: 1. Detennining agenda itelllS in consultation with the chair and vice chair of the Board of Tmstees, including agenda itelllS submitted by tmstees that are received more than twenty (20) days before the scheduled date of the meeting. The agenda shall be maileEl provided to trustees at least ten (1 0) days before a meeting, in accordance with 12 Section 13.2. The agenda shall make provision for consideration of new business introduced by the trustees in accordance with Reherts ' Robert's Rules of Order. 2. Assisting the chair in the development of schedules for all meetings of the Board of Tmstees. 3. Keeping a full and complete record of the proceedings of the meetings of the Constituent Membership and of the meetings of the Board ofTmstees. h . Exercise such additional powers as are assigned by the Board ofTmstees.

8eetiofl 7.3 Po',vefs ofthe Ptesident: The pfesiElctit shall enefetse s1:1eh specific powefs as Sfe sssi@BeEley the 8eflfEl ef Tmstees. lB enei"eise ef these fMBetieas, tlie pi"esiElest shsll ee assisteEl by the pl"Ovost sad of:le Of mere vice presiaef:lts ifl tfie fespeetive ffieas ofrespoosibility, each of
11

The changes here and at Sections 6.5 and 6.8 reflect an emphasis on the board setting basic university policv, then holding the president accountable for the implementation of that policy. This also consolidates the provisions of Section 7.3 into Section 7.2.
12

This enables electronic communication to the board.

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3 78 3 79 380 381

'vvffieli is fl:ft enteBSiofl of flle presidCflt' s office. AJ..l officers sliall ffifletiofll:iflder tlie direetiofl ttfld eHiie presideflt ttfld pelieies estaelislied ey ef Tntstees. They slieR perferm sl:leli dl:it.ies as peiiaiH: to fueir respective areas ofrespoflsi-bility ttfld sl:leh oilier dl:ities as tfte presideflt may delegate or tfte Board of Trustees ll:laY aHthorize. Section 7.4 Inability of the President to Setve: In the event that the president shall be or become lmwilling or lmable to setve as eliiefadtB:iflistiatP.e officer, then during such interim, the duties of the president shall be petfotmed by the provost, or, in the absence of the provost, by the vice president for financial administration, until a new or interim president or flfl iH:terim chief aclm:iB:istratie officer is appointed by the Board ofTmstees. Section 7.5 Secretruy: The provost shall setve as secretaty of the University and shall maintain and validate the official documents of the University. This fhnction shall include el:it flOt be limited to: a. Keeping the corporate seal of the University and affixing the satne to such papers and instnunents as may be required in the regular course of business. b. Signing deeds, conveyances, mortgages, contracts, promissoty notes, rumuity agreements, tmst agreements, life income agreements, and other instruments of similar character and impott. Section 7.6 Assistant Secretaries: The assistant secretati.es, according to the sequence established by the Board ofTmstees, shall perfotm the duties and exercise the powers of the secretaty in case of the secretaty's absence or inability to act, and shall perfotm such other duties as the president may delegate or the Borud ofTmstees may authorize. Section 7.7 ChiefFinancial Officer: The vice president for financial administration shall serve as the chief financial officer and shall perform all duties generally petiaining to the office and such other duties as the president may delegate or the Borud ofTmstees may authorize.

382 383 3 84 385 386 387 388 389 390 391 392 393 394 395 396 397 398 3 99 400 401 402 403 404 405 406 407 408

ARTICLE EIGHT: Audit

Section 8.1 Audit: The University shall cause an annual audit of its fmancial records to be conducted, and such other audits as the Borud ofTmstees in its discretion deems necessaty or appropriate. Section 8.2 Employment of Auditors: The Borud ofTmstees may employ qualified auditors and/or auditing services as it shall deem necessaty or appropriate. Section 8.3 Audit Reports: Auditors employed by the Borud ofTmstees shall present their final report to the Board ofTmstees and shall consult with the president and vice president for financial

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administration. As prut of this process, the Board will also perf01m any required review of University tax filings, in accordance with applicable govennnental requirements.
ARTICLE NINE: Records

The following records shall be kept at all times: a. Minutes in which shall be recorded the nrunes of the tmstees present at each meeting of the Borud ofTmstees and the names of members present at each meeting of the constituency; the time and place of holding same, whether regul.ru or special, and if special, the object and nature thereof and notice given. The record shall show each action taken. b. Books of accmmt in which shall be recorded money received rutd expended by auth01ized persons on behalf of the institution and any intemal fmancial adjustments made to the foregoing fmancial records, and all property, goods, wrues, commodities, and merchandise bought or acquired in any manner in the control, management, alld exercise of this institution, shall be accurately recorded and maintained according to generally accepted accounting principles and procedures. Such books in all operating tmits shall be open to the inspection of any tmstee during regulru office hours by ruTangement in advance with the vice president for fmallcial administration and to allY person duly authorized by the Borud of Tmstees. c. A membership file in which shall be listed the names of the constituent members and their last known addresses. Said records shall be kept in the custody of the president at the principal office of the University.
ARTICLE TEN: Amendments

These Bylaws may be amended by an affnmative vote of at least two-thirds (2/3) of the constituent members present and voting at a regular or special meeting of the Constituent Membership when the proposed amendment does not conflict with federal or state laws or with the Alticles of fucorporation. When it is proposed to change the Bylaws by a meeting of the Constituent Membership, notice shall be given to that effect in the call for the meeting.
ARTICLE ELEVEN: Inspection

These Bylaws, all amendments thereto, and the minutes described in Alticl.e Nine, pruagraph a., shall be kept by the president at the principal office of the University alld may be inspected at any time during regtdar office homs by tmstees, officers, faculty, alld constituent members with regard to allY meetings of the Constituent Membership for which the requesting constituent member was duly appointed to serve. Minutes of executive sessions for the Borud ofTmstees shall be available for inspection only by tmstees, auditors, and legal cmmsel.
ARTICLE TWELVE: Contracts and Agreements

No contracts or agreements executed by any officer of this University without auth01ization specifically grallted to said officer by the Board ofTmstees shall be valid without previous

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authorization of or subsequent ratification by the Board ofTmstees. Election or appointment to any office shall not constitute a contract of employment.
ARTICLE TlllRTEEN: General Provisions

Section 13.1 Rules of Order: All meetings conducted tmder these Bylaws shall be conducted according to Reherts ' Robert 's Rules of Order Newlv Revised, except as provided for in these Bylaws. The chair shall appoint a parliamentarian to assist in conducting the business of Constituent Membership meetings. Section 13.2 Notices and Connmmications: Except as othetwise provided in these Bylaws, notice and service of docmnents, e.g. , minutes, agendas, rep01ts, etc., shall be deemed effective upon deposit in a mail box of the United Stated Postal Service, conectly addressed to the recipient with sufficient postage attached thereto; or, at the discretion of the sender, electronic commtmication may be used for any such materials to be distributed tmder these Bylaws. Notice and delivery by electronic communication shall be valid if: a. Delivered by (a) facsimile teleconnnunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the University; (b) posting on an electronic message board or network that the University has designated for those commtmications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered on the later of the posting or delivety of the separate notice of it; or (c) other means of electronic connmmication; b. To a recipient at an e-mail address provided by that recipient. (It is the responsibility of each recipient to keep the Board chair, the president, and any committee chair infonned of the recipient's conect address.); and c. In a form that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible f01m by the recipient.
ARTICLE FOURTEEN: Indemnification

Section 14.1 Right of Indemnity: To the fullest extent pennitted by law, the University shall indemnify its trustees, officers, employees, and other persons described in Section 9246(a) of the Califomia Corporations Code, including persons f01merly occupying any such positions, against all expenses, judgments, fines, settlements, and other ammmts actually and reasonably incuned by them in connection with any "proceeding," as that tetm is used in that Section and including an action by or in the right of the University, by reason of the fact that such person is or was a person described by that Section. "Expenses" as used above shall have the same meaning as in Section 9246(a) ofthe Califomia Cmporations Code. Section 14.2 Approval of Indemnity: On written request to the Board ofTmstees by any person seeking indemnificationtmder Section 9246(b) or Section 9246(c) of the Califomia Corporations Code, the tmstees shall promptly detetmine in accordance with Section 9246(a) of the Califomia Cotporations Code whether the applicable standard of conduct set f01th in Section 9246(b) or

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482 483 484 485 486 487 488 489 490 491 492 493 494 495 496 497 498 499 500 501

Section 9246(c) has been met and, if it has, the tmstees shall authorize indemnification. If the Board ofTmstees crumot authorize indemnification because the munber oftmstees who rue patties to the proceeding with respect to which indemnification is sought prevents the f01mation of a quomm of tmstees who are not pruties to that proceeding, the tmstees shall promptly call a meeting of the Constituent Membership. At that meeting, the constituent members shall detennine tmder Section 9246(e) of the Califomia Cotporations Code whether the applicable standrud of conduct set f01th in Section 9246(b) or Section 9246(c) has been met and, if it has, the constituent members present at the meeting in person or by proxy shall authorize indemnification. Section 14.3 Advancement ofExpenses: To the fhllest extent pe1mitted by law and except as is othetwise detetmined by the Board ofTmstees in a specific instance, expenses incuned by a person seeking indemnificationtmder Sections 14.1 and 14.2 of these Bylaws in defending any proceeding covered by those sections shall be advanced by the University before final disposition of the proceeding, on receipt by the University of an tmdertaking by or on behalf of that person that the advance will be repaid unless it is ultimately detetmined that the person is entitled to be indenmified by the University for those expenses. Section 14.4 Insurance: The University shall have the power to purchase and maintain insurance on behalf of its officers, employees, ru1d other agents against any liability assetied against or incuned by any officer, director, employee, or agent in such capacity or ru1sing out of the officer's, tmstee's, employee 's, or agent's status as such.

I Dated this __ dayofFebmruy, 2013 .

502 503 504

Ricardo B. Grahrun, Chair, Borud ofTmstees La Siena University

505 506 507

Steve Pawluk, Secretruy La Siena University

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