Part Three
Change: Governance Tomorrow

Governance Task Force Suggestions . . . . . . . . . . . . . . . . .  21


Appendices

Appendix A - Board of Trustees Bylaws . . . . . . . . . . . . . . .  22

Appendix B - Board of Trustees Code of Expectations
                     and Responsibilities . . . . . . . . . . . . .  32
                     
Appendix C - New Program Development Flowchart  . . . . . . . . . .  34

Appendix D - Organizational Chart . . . . . . . . . . . . . . . . .  35


Endnotes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

The process suggested here furnishes a way for education and democracy to become ongoing activities, adding both to continuity and to constructive change. The aim here is to assure balance between the everchanging interests of individual students and the necessity of continuity for Goddard as an institution. To these ends, the Governance Task Force suggests:

The President of Goddard College should form the President's Committee on Governance to be composed of the President and representative members of the on-campus students, off-campus students, staff, faculty, and alumni/ae, and direct that committee in the following areas:

1. The President should review with the community the present governance system and recommend changes that:
   1. Promote clarity and consistency with Goddard's philosophy and mission;
   2. Eliminate redundancy;
   3. Ensure the establishment of a non-adversarial dispute resolution system.
   These recommendations should be reported to the Board through the President.

2. The President should explore with all members of the Goddard community governance structures different from that currently in place and determine through existing democratic and educational processes:
   1. whether there is a desire for change, and if so;
   2. what other structure has the support of the community. These findings should be reported to the Board through the President.

3. The Goddard community should frame procedures to be used to draft a Community Constitution, a Bill of Rights and Responsibilities, and Community Bylaws consistent with the governance structure found to be supported by the community (either the existing structure with appropriate modifications or a different structure), and should submit those procedures to the Board through the President.

4. The Goddard community should frame procedures to be used to ratify a Community Constitution, a Bill of Rights and Responsibilities, and Community Bylaws, and should submit those procedures to the Board through the President.

5. The Goddard community should submit a ratified Community Constitution, Bill of Rights and Responsibilities, and Community Bylaws to the Board for consent, along with a plan for ongoing review, constitutional change, arid community education on governance of Goddard.

It is recommended that the President give the work of the President's Committee on Governance the highest priority.

Appendix A

Approved April 20, 1979
Amendments 08/01/80
Amendments 10/24/81
Readopted amended 05/12/84
Amendment 10/05/85
Amendment 02/07/87
Amendments 06/16/91
Amendments 01/11/92
Amendment 09/27/92
Amendments 06/12/93
Amendments 02/20/94

The name of the Corporation, the location of its principal office and its purposes shall be as set forth in the Articles of Association and these By-laws. The powers of the Corporation and of its Trustees, officers and committees and all matters concerning the manner in which, and the officers and agents by whom, its purposes may be accomplished shall be subject to such provisions in regard thereto, if any, as set forth in the Articles of Association and these By-laws. All references in these By-laws to the Articles of Association shall be construed to mean the Articles of Association as from time to time amended.

The Corporation shall have no members and the affairs of the Corporation shall be managed by the Board of Trustees.

1. Election and Term

   1.1 In General

   There shall be a Board of twenty-five (25) Trustees, which shall be selfperpetuating. (Amended 6/16/91)

   
   

   -page 23-

   
   1.2 At Large Trustees

   Of the twenty-five Trustees, twenty (20) shall be elected at-large to serve five-year terms. Terms of outgoing Trustees shall expire at the conclusion of the Annual Meeting. Their terms shall be staggered so that the terms of four Trustees shall expire each year. A Trustee who has served a full five-year term, except in unusual circumstances, shall not be considered for re-election until one year after the expiration of that outgoing Trustee's term. (Amended 6/ 16/91 and 6/ 12/93)

   At-large Trustees may be elected to fill out the unexpired terms of Trustees who have resigned prior to the expiration of their five-year term limit. (Amended 6/ 19/92)

   1.3 Faculty and Staff Trustees

   There shall be one faculty and one staff member each serving three-year terms as Trustees, or until their successors are chosen and accepted. Their terms shall be staggered so that both do not expire at the same time.

   Names of nominees for faculty and staff Trustees shall be submitted to the Development Committee of the Board of Trustees. The Board of Trustees shall weigh carefully the qualifications of persons legally nominated and they shall be considered accepted in the absence of reasoned objection. (Amended 2/20/94)

   1.4 Student Trustees

   There shall be one on-campus student and one off-campus student, each serving one-year terms as Trustees, or until their successors are chosen and accepted.

   Names of nominees for Student Trustees shall be submitted to the Development Committee of the Board of Trustees. The Board of Trustees shall weigh carefully the qualifications of persons legally nominated and they shall be considered accepted in the absence of reasoned objection. (Amended 2/20/94)

   1.5 Alumni Trustee

   There shall be one of the Alumni serving a one-year term as Trustee or until a successor is chosen and accepted. The President of the Goddard College Alumni Association, or the Alumni President's designee, shall serve as nominee.

   The name of the alumni nominee shall be submitted to the Development Committee of the Board of Trustees. The Board of Trustees shall weigh carefully the qualifications of persons legally nominated and they shall be considered accepted in the absence of reasoned objection. (Amended 2/20/94)

   1.6 The Development Committee

   The Development Committee of the Board of Trustees shall nominate and manage the selection of Trustees consistent with these bylaws. (Amended 2/20/94)

   Article III, Section 1.7 deleted

2. Vacancies

   Any vacancy among the Trustees shall be filled by the Board of Trustees for the balance of the term, whether or not the remaining Trustees constitute a quorum of the Board of Trustees. The Board of Trustees shall have and may exercise the powers of the Board of Trustees notwithstanding any vacancies in their number.

   
   

   -page 24-

   
   

3. Resignation

   Any Trustee may resign at any time by written notice of resignation filed with the Chairperson. Unless otherwise specified therein, any such resignation shall take effect immediately.

4. Board Meetings

   4.1 In General

   Meetings shall be called by the Chairperson of the Board of Trustees or by petition to the Clerk by seven members of the Board.

   4.2 Form of Notice

   Notice of all meetings of the Board of Trustees shall be given to each Trustee by the Clerk or in case of the death, absence, incapacity, or refusal of the Clerk, by the officer or members of the Board calling the meeting. It shall be sufficient notice to a Trustee to provide notice by telegram, telephone, or by mail at least seven (7) days before the meeting addressed to him or her at his or her usual or last known business or residence address. Notice of a meeting need not specify the purposes of the meeting. (Amended 08/01/80)

   4.3 Waiver of Notice

   A Trustee has a right to notice of any meeting unless the Trustee "waives" or renounces his or her right to the notice. No notice need be given to any member of the Board of Trustees who is either present or waives notice thereof by a writing which is filed with the records of the meeting or to any Trustee who attends the meeting without protesting the lack of notice as required under Paragraph 4.2 either before or at the commencement of the meeting. A waiver of notice need not specify the purposes for which a meeting is called.

   4.4 Designation of Meetings

   At any meeting of the Board of Trustees one or more future meetings of the Board may be scheduled. Unless designated otherwise, such meetings shall be regular meetings of the Board. The Annual Meeting of the Board shall be its Fall meeting.

   4.5 Telephone Meetings and Written Consents

   Any action required or permitted to be taken at any meeting of the Board of Trustees or committees thereof may be taken by telephone conference call. (Amended 08/01 /80)

   
   

   -page 25-

   
   

5. Compensation

   No Trustee shall receive any compensation for his or her service as a member of the Board of Trustees.

6. Powers and Duties

   The Board of Trustees shall have and may exercise all of the powers of the corporation, including without limiting the generality of the foregoing, the management and control of its property, the establishment of regulations, the establishment of committees, and the delegation of specific powers, duties, and authorities. (To be reviewed in June, 1994.)

7. Action without Meeting

   Any action to be taken by the Board of Trustees may be taken without a meeting if all the Trustees consent to the action by a writing filed with the records of the corporation. (Amended 2/20/94)

8. Voting

   Each Trustee shall have one vote, which vote must be exercised in person at a meeting or pursuant to paragraph 7 of this Article III. (To be reviewed in June, 1994.)

9. Quorum

   Seven (7) Trustees shall constitute a quorum for the transaction of business, but a lesser number may "adjourn" or postpone commencement of any meeting for which there is no quorum for a period of no more than forty-eight (48) hours provided that the meeting may not be continued unless a quorum is present. In the event of such a continuation, no further notice of the meeting will be required. (Amended 08/01/80 and 10/24/81)

10. Conflicts of Interest

    Each Trustee shall exercise decision-making in the best interest of Goddard College. In matters in which a Trustee may be affected personally, directly or indirectly, that Trustee shall recuse from the decision-making process.

    A Trusteeship Council, consisting of members of the Development Committee, shall be established to resolve Board conflicts of interest, in the event disagreements arise. (Amended 2/20/94)

1. Designation and Duties

   The Board of Trustees shall establish four (4) standing committees, Executive, Academic and Student Affairs, Finance and Personnel, and Development, and such task forces as may from time to time be required to take up specific tasks. The Executive Committee shall be comprised of the Chair of the Board and the Chairs of the three other standing committees, plus two Trustees elected by the full Board. (Amended 2/20/94)

   1. The Executive Committee
      1. The duty of the Executive Committee is to act for the Board of Trustees when the Board itself cannot meet as a whole; its actions are subject to full disclosure to the Board of Trustees.
      2. Membership consists of the following Trustees: Chair of the Board, Chairs of the other three standing committees, and two Trustees elected by the Board. The President sits ex officio.
      3. The Executive Committee meets as necessary.
      4. The Clerk of the Board of Trustees shall serve as staff to the Executive Committee. (Amended 2/20/94)

   2. The Academic and Student Affairs Committee
      1. The duty of the Academic and Student Affairs Committee is to receive and evaluate reports on the academic and personal growth of the student body through the President, the Deans for Academic Affairs or Academic Services, the faculties, or the students.
      2. Membership shall consist of a minimum of three Trustees, and the President and Chair of the Board sit ex officio.
      3. The committee meets during each regularly scheduled meeting of the Trustees, and otherwise as necessary.
      4. The Deans for Academic Services and Academic Affairs serve as committee staff. (Amended 2/20/94)

   3. The Finance and Personnel Committee
      1. The duty of the Finance and Personnel Committee is to oversee the design and implementation of the budget, fiscal plans, and budget management; to oversee enrollment and retention policies as the principal source of income for the college; to advise and monitor the investment of the college endowment; to oversee the development of college personnel policies; to oversee plans to maintain and enhance the physical plant of the college; and to recommend to the Board of Trustees acceptance or rejection of annual budget proposals and other policy plans.
      2. Membership consists of a minimum of three Trustees, and the President and Chair of the Board sit ex officio.
      3. The Committee meets during regularly scheduled meetings of the Board of Trustees and otherwise as necessary.
      4. The Chief Financial Officer and the Dean for Administration serve as committee staff. (Amended 2/20/94)

      
      

      -page 27-

      
      

   4. The Development Committee
      1. The duties of the Development Committee are to oversee and assist with fund raising activity, to nominate and manage the election of Trustees, to resolve Board conflicts of interest, and to oversee Board education and evaluation.
      2. Membership consists of a minimum of three Trustees, and the President and Chair of the Board sit ex officio.
      3. The Committee meets during regularly scheduled meetings of the Board of Trustees and otherwise as necessary.
      4. The Senior Development Officer serves as committee staff. (Amended 2/20/94)

2. Manner of Acting

   Any committee designated by the Board of Trustees as hereinabove provided shall have the power to adopt rules and regulations governing the manner in which its affairs are to be conducted, including such matters as meetings and notices thereof, and quorum and voting requirements. The failure to adopt such rules and regulations shall not prevent the members of any such committee from acting in any manner, formal or informal, expressly or implicitly consented to by all of the members of such committee. (To be reviewed in June, 1994.)

1. Enumeration

   There shall be a Chairperson, one or more Vice-Chairpersons, a President of the College, a Treasurer, a Clerk, and such other officers and agents as the Board of Trustees may in its discretion elect or appoint.

2. Selection

   Subject to law, the Articles of Association, and other provision of these bylaws, all officers except the President of the College who is appointed to a specific term, shall be elected by the Board of Trustees at an annual meeting of the Board and shall hold office until their successors have been elected and qualified. (To be reviewed in June, 1994.)

3. Eligibility

   The Chairperson and Vice-Chairperson shall be members of the Board of Trustees. Other officers may, but need not be Trustees. Any two or more of such offices may be held by one person except that the Clerk shall not be eligible to hold the office of Chairperson.

4. Vacancies and Newly Created Offices

   If any office becomes vacant by reason of death, resignation, removal, disqualifications, or otherwise, the Board of Trustees may choose a successor or successors at its next succeeding meeting. Persons may be elected to hold a newly created office at any meeting of the Board of Trustees. Persons elected to fill such vacancies or hold such newly created offices shall hold office until the next annual meeting of Trustees and until their successors are elected and qualified.

   
   

   -page 28-

   
   

5. Resignations

   Any officer may resign by notice in writing given to the Chairperson or the Clerk. Unless otherwise specified such resignation shall take effect immediately.

6. Officers

   Each officer shall, subject to law, exercise such duties and powers as are customarily incident to the office, and such duties and powers as the Board of Trustees, or Executive Committee acting for the Board, may from time to time designate. (Amended 2/20/94)

7. Chair of the Board of Trustees

   The Chairperson of the Board of Trustees or the Vice-Chairperson or in the absence of the ViceChairperson, the designee of the Chairperson shall preside at meetings of the Trustees. (To be reviewed in June, 1994.)

8. Clerk

   The Clerk shall keep a true and accurate record of the meetings of the Board of Trustees which shall be open at all reasonable times to the inspection of any Trustee. The Clerk shall serve all notices as directed by the proper officers of the Corporation. The Clerk shall deliver to the Board of Trustees or the proper officer, as the case may be, any communications received. In the absence of the Clerk from any meeting, a secretary Pro Tern shall be appointed to keep the minutes thereof.

9. Treasurer

   The Treasurer shall have such duties and responsibilities as shall be assigned by the Board of Trustees.

10. President of the College: Responsibilities and Evaluation

    The President of Goddard College is the Chief Executive Officer of the corporation. The President, by virtue of the offce, shall be an ex officio member of all committees with the exception of the Presidential Evaluation Committee. Prior to the expiration of the President's term of office, the Board of Trustees shall appoint a committee that shall include representatives from the Board, faculty, students, and staff to evaluate the President and report its findings to the Board of Trustees.

    In the event of a Presidential vacancy, a similarly constructed committee shall be appointed to recommend a successor to the Board of Trustees. (Amended 2/20/94; to be reviewed in June, 1994.)

    
    

    -page 29-

The Board of Trustees may, by a vote of a majority of their entire number, remove from office any Trustee, officer, or agent selected or appointed by said Board and elect a successor. (To be reviewed in June, 1994.)

Provision shall be made by the Board of Trustees for an independent annual audit of the accounts of the college and for financial, social, legal, and environmental audits as prescribed by policy to be prepared by the administration, faculty, staff, and student committees with authorized budgets. (Amended 2/20/94)

Except as the Board of Trustees (or an Executive Committee, if designated) may authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made, accepted, or endorsed by the Corporation shall be signed on behalf of the Corporation by either the President of the College or by one person designated by the President, or in the absence of such designation by any person or persons as the Board may designate.

The seal of the Corporation shall, subject to alteration by the Board of Trustees, consist of a flat-faced circular die with the name of the Corporation and the year of its organization and the word "Vermont" cut or engraved thereon.

Except as from time to time otherwise provided by the Board of Trustees, the fiscal year of the Corporation shall be July 1 - June 30.

Except as otherwise provided by law, the Articles of Association or these bylaws may be altered, amended, or repealed and new bylaws may be adopted by consent or, if consent cannot be reached, by an affirmative vote of a majority of the Trustees of the corporation at any meeting of the Board of Trustees called for the purpose. The notice of such meeting shall specify the intention to amend. Notice of any meeting to amend shall be mailed fourteen days prior to the meeting instead of the usual seven days. (Amended 2/20/94)

1. Policy

   The Corporation shall indemnify its Trustees, officers, employees, and agents against any liability incurred by any of them in their capacity as such, to the full extent permitted by the laws of Vermont, in accordance with the following provision.

2. Third Party Suits

   The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil or criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was an officer or Trustee of the Corporation or is or was serving at the request of the Corporation as a Trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or in connection with such persons, duties, acts, or omissions while serving in such capacity against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit, or pending proceeding if he/she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or 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 person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful. (Amended 01/11/92)

3. Derivative Actions

   The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a Trustee or officer of the Corporation, or is serving at the request of the Corporation as a Trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or in connection with such persons, duties, acts, or omissions while serving in such capacity, against expenses (including attorney's fees) judgments, fines, and

   
   

   -page 31-

   
   amounts paid in settlement actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his/her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper. (Amended 01/11/92)

4. Payment in Advance

   Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the Board of Trustees in the specific case upon receipt of an undertaking by or on behalf of the Trustee, officer, employee or agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the Corporation as authorized in this Article XII.

5. Non-Exclusivity

   The indemnification provided by this Article XII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested Trustee, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Trustee, officer, employee, or agent and shall inure to the benefits of the heirs, executors, and administrators of such person. (Amended 01/11/92)

6. Insurance

   The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Trustee or officer of the Corporation, or is or was serving at the request of the Corporation as a Trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of or in connection with his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability as under the provision of this Article XII.

Goddard does not discriminate on the basis of race, sex, age, sexual orientation, or handicap in any of it:, policies, practices, or procedures, including but not limited to those related to admissio employment, the provision of educational services, and the granting of financial aid. All Goddard scheduled and sponsored programs and activities are open to men and women on an equal basis. (Amended 02/07/87)

APPENDIX B

1. Consistently and faithfully prepare for and participate in all official Board meetings and functions, including committee meetings and appropriate campus events.

2. Ask appropriate, timely, and substantive questions at Board and committee meetings consistent with one's conscience and convictions, while supporting the majority decision on issues decided by the Board.

3. Serve the interest of the institution as a whole rather than any special interest(s). Members are chosen to meet the needs of the Board and not to represent the views or vote the interest of a particular constituency. Their value to the Board is in their individual perspective and competence, e.g., teachers, attorneys, alumni.

4. Listen to and interpret the needs, interests, and concerns of both the college community and the larger community in the course of directing the administration and setting institutional purposes, priorities, and policies.

5. In all Board communications, the official spokesperson for the Board will only be the Chair, or the person or persons appointed by the Chair. Members of the Board are not restrained from speaking personally provided they make it clear that they are speaking for themselves and do not represent the Board.

6. Refer questions asked by media representatives regarding Board deliberations and decisions to the Chair unless otherwise directed by the Board.

7. Treat discussions in Executive Sessions and Board retreats in the strictest confidence.

8. Avoid the appearance of conflict-of-interest which might embarrass the Board or the institution. Members shall reveal these pcssible conflicts to the Board as soon as possible. Board members with a potential conflict of interest will remove themselves from both deliberations and voting on such matters.

9. Faithfully read and understand the institution's financial statements to help the Board fulfill its fiduciary responsibility.

   
   

   -page 33-

   
   

10. Suggest possible trustee nominees to the Board who are women and men of achievement and distinction and who can make significant contributions to the work of the Board and the progress of the institution.

11. Serve in leadership positions and ask to take on special assignments willingly and enthusiastically.

12. Avoid asking for special favors of the administration, including requests for information without at least prior consultation with the Board or committee chairs.

13. Avoid placing or seeming to place pressure of any kind on individual students, faculty, staff, or administrators.

14. Avoid prejudiced judgments on the basis of information received from individuals on campus, and urge those with real or perceived grievances to follow established policies and procedures through their supervisors (all matters of potential significance should be called to the attention of the President and the Board Chair as appropriate).

15. Bring a sense of humor and cooperation to Board deliberations.

16. Contribute to the financial stability of the college to best of one's ability, including but not limited to annual personal giving, solicitation of funds, and other fund raising activities.

APPENDIX C

APPENDIX D

1. Walt Whitman, "Democratic Vistas" (1871), in Walt Whitman: Complete Poetry and Collected Prose, (New York: Library of America, 1982).

2. This summary reading of John Dewey's ideas is taken from Robert B. Westbrook, John Dewey and American Democracy, (Ithaca: Cornell University Press, 1991), pp. 38-51, 306-318.

3. Alexis de Tocqueville, Democracy in America, (New York: Colonial Press, 1900). Originally published in 1840.

back to top