Board of Trustees

Bylaws

These bylaws reflect the revisions voted at the meeting of the Board of Trustees on April 25, 2023.

Article I: The Corporation

The Corporation of Brandeis University shall consist of not more than fifty (50) voting Trustees, as provided under the terms of the Charter, Chapter 326 of the Laws of 1937 of the Commonwealth of Massachusetts, as amended by Chapter 257 of the Acts of 1961, as further amended by Chapter 371 of the Acts of 1968, and as further amended by Chapter 354 of the Acts of 1973.

Article II: Trustees and Terms of Trustees

Section A: Election of Trustees

The Board of Trustees shall be self-perpetuating.
Nomination and Election:
1. The Nominating and Governance Committee shall screen potential nominees, investigating and assessing their suitability for consideration as Trustees, and determining whether to recommend to the Board of Trustees an individual for nomination as a Trustee.
2. The Nominating and Governance Committee shall submit a biographical summary and such other information it may deem useful of any individual it recommends for membership on the Board of Trustees.
3. Upon submission of the nomination to the Board of Trustees, and if the nominee has expressed a willingness to serve, the Chair of the Board of Trustees shall conduct a vote in accordance with the provisions of Article IV, Section B, 2a. or 3. of these Bylaws.
4. The Chair shall declare that an individual has been duly elected, if, with a majority of the eligible Trustees voting, three-quarters (3/4) of the votes cast are affirmative. The Chair of the Board of Trustees shall thereupon notify the individual.
5. The Nominating and Governance Committee shall establish a regular process of evaluating the participation of each Trustee throughout his or her term.
Term of Office:
1. A Trustee, regularly elected in the above-prescribed manner, shall serve for a period of four (4) years. If the Trustee is elected on or before December 31, his or her term will be deemed to have begun immediately following the prior spring Commencement; if elected on or after January 1, his or her term will be deemed to have begun immediately following the next spring Commencement. Subject to the limitations of subparagraphs (b) and, below, the Board of Trustees may, at its discretion, elect a Trustee to additional four (4) year terms. The re-election of a Trustee for a second or third term shall not be a formality. The Nominating and Governance Committee shall first evaluate each Trustee eligible for re-election to the Board before nominating such Trustee for an additional term, subject to re-election by the Board.
2. No Trustee, except as noted in subparagraph (c) shall serve more than twelve (12) years in total, but any incumbent Board Chair who shall have attained twelve (12) years of service, but who is in the midst of a term, may complete that term. Total years of service shall include all years served, whether as a regular Trustee, Alumni Term Trustee, Chair of the Fellows of the University, President of the Brandeis Alumni Association, or President of the Brandeis National Committee.
3. Any Trustee who as of January 25, 2022: 1) will have served a total of at least twelve (12) years, or 2) will be in the midst of their third four-year term, shall be elected to a final four-year term ending immediately after Commencement 2026.
4. Leaves of absence may be granted to voting Trustees on a case-by-case basis, upon recommendation of the Chair and a majority vote of the Board of Trustees.

Section B: Other Representative Trustees

The Chair of the Board of Fellows of Brandeis University, the President of the Brandeis National Committee, and the President of the Brandeis Alumni Association shall, upon entering into incumbency of such office and upon approval of the voting Trustees, become voting members of the Board of Trustees, unless any such person is already serving as a Trustee. Any person so elected by the Board of Trustees by virtue of one of the foregoing particular offices shall serve only during his or her incumbency in that office. Upon termination of such incumbency, membership on the Board of Trustees of such person shall automatically expire.

Section C: Trustees Emeriti/Ae

When a Trustee leaves the Board due to resignation or term expiration, he or she will be eligible to be elected a Trustee Emeritus/a if he or she has served a minimum of two terms and has provided distinguished and meritorious service and leadership, and has made exceptional contributions, to the University. In that regard, the Nominating and Governance Committee shall assess a potential candidate with regard to the degree of his or her exemplary leadership behavior, philanthropic contributions, the extent of time and energy devoted to the University and the extent of specialized expertise needed to advance the University's strategic priorities, and with a potential candidate being required to meet at least three of those four criteria at a level above and beyond that normally expected of a Trustee.
A Trustee Emeritus/a is not a voting member of the Board of Trustees and is not included in the count of Trustees established by the Charter of the Corporation, except that Emeritus Trustees may vote in Committees to which they are assigned. A Trustee Emeritus/a automatically becomes a Fellow as described in Article VIII.

Section D: Removal or Suspension of a Trustee or Officer of the Board

A Trustee or Officer of the Board may be removed or suspended from office for cause deemed sufficient by those voting for such removal in accordance with the provisions set forth in Article IV, Section B, 2.b, ii.

Article III: Officers and Terms of Service

Section A: Officers of the Corporation

The Officers of the Corporation shall be a Chair (designated in the Charter as the President) of the Board of Trustees, up to three (3) Vice Chairs (designated in the Charter as the Vice Presidents), a Treasurer, a Secretary, an Assistant Treasurer, and an Assistant Secretary/Clerk.

Section B:

Each of the Officers shall be elected from the voting membership of the Board of Trustees upon nomination by the Nominating and Governance Committee, except the Treasurer, Assistant Treasurer and the Assistant Secretary/Clerk, and shall be elected by the Board of Trustees at the Annual Meeting or at such other designated meeting, with proper notice, by the Board of Trustees. The duly elected Officers of the Corporation shall assume their respective offices immediately upon the conclusion of the spring Commencement exercises of the University, unless the election of an officer is for the purpose of filling an existing vacancy, in which case the position will be filled immediately or upon a future date specified in the vote.
The term of office of the Chair, Vice Chair(s) and Secretary shall be three (3) years, running concurrently with the term of the Chair of the Board of Trustees, and the Vice Chair(s) shall be eligible to serve in the same office for a second consecutive term. The term of office of the Secretary shall be limited to one three-year term, and shall not be eligible for election to an additional consecutive term. Any other Officer who has served in the same office for two (2) consecutive terms shall not be eligible for election in that office for an additional consecutive term. [The September 14, 2016 amendment concerning Officer terms running concurrently with the Chair’s term shall take effect upon the next occurring expiration of each Officer’s term after that date. Upon such expiration, the next elected Officer’s term in each office shall be for the remainder of the Chair’s then current term, and shall be treated as a full term for purposes of determining eligibility for re-election to that office.]
A vacancy occurring in any office of the Corporation, except that of Treasurer, Assistant Treasurer and Assistant Secretary/Clerk, shall be filled by election of a successor from the voting membership of the Board of Trustees upon nomination by the Nominating and Governance Committee. Such successor’s term shall run concurrently with the term of the Chair of the Board of Trustees and shall be treated as a full term for purposes of determining eligibility for re-election to that office.
Upon the President's recommendation, the Board of Trustees appoints the Treasurer, Assistant Treasurer and Assistant Secretary/Clerk from among the full-time employees of the University. The Assistant Secretary/Clerk shall be a resident of the Commonwealth of Massachusetts.

Article IV: Powers of Trustees

Section A: The Board of Trustees

The Board of Trustees is the governing body of the Corporation, and has full power to determine all questions relating to the management of the Corporation and to control and fix its corporate and educational policies. Without limiting the foregoing, the Board of Trustees has power, in behalf of the Corporation, to acquire property, and to enter into contracts and to fix the terms of any such acquisition or disposition of property and of any such contracts, to borrow money or otherwise incur indebtedness and issue negotiable or other obligations of the Corporation and to secure the same by mortgage, pledge, or other lien, or otherwise upon any part of the property or assets of the Corporation.
Executive Committee
1. Membership The Executive Committee shall include the Chair of the Board of Trustees, who shall serve as Chair of the Executive Committee; the Vice Chairs of the Board of Trustees, who shall serve as Vice Chairs of the Executive Committee; the President of the University; and the Chairs of the Standing Committees as set forth in Article IV, Section A.3.c. below. There may also be up to two at-large members of the Executive Committee elected for a term of one year each from among the voting Trustees by the Board of Trustees upon recommendation of the Nominating and Governance Committee.
2. Powers and Duties
  1. The Executive Committee shall serve as a resource to the President for consultation and advice, and, subject to the limitations set forth in sub-paragraphs (2), (3) and (4) below, in the intervals between meetings of the Board of Trustees, is authorized to exercise the powers of the Board of Trustees. In the exercise of such powers, the Executive Committee shall take action on issues or matters of importance when a majority of the Committee determines that there is a reason to so act.
  2. The following powers are reserved to the Board alone and may not be delegated to the Executive Committee:
    1. to authorize amendment of the Charter;
    2. to authorize a merger or consolidation of the Corporation;
    3. to authorize dissolution of the Corporation; and
    4. to initiate a bankruptcy proceeding
Unless specifically authorized by the Board of Trustees, the Executive Committee may not:
1. elect or remove trustees; or elect or remove the President or the Provost; or grant tenure to or remove a tenured member of the faculty; or appoint or remove any member of the staff or non- tenured member of the faculty.
2. amend the Bylaws of the University; authorize the opening or closing of any school or academic department of the University; or award degrees.
3. adopt or amend annual operating or capital budgets; authorize any unbudgeted facility, project, debt, or buy or sell property beyond Board-approved guidelines; or set tuition or fees,
4. set the compensation of the President.

The Board of Trustees may reverse or modify any vote of the Executive Committee, but no such reversal or modification shall nullify or impair any payment, purchase, sale, contract, or definitive commitment made under the authority of the Executive Committee.

c. Meetings

The Executive Committee shall meet at the call of the Chair of the Board or upon vote of the Executive Committee or whenever not fewer than three members of the Executive Committee so request in writing.
A majority of the members of the Executive Committee, including the Chair or one Vice Chair of the Board, shall constitute a quorum. Actions of the Executive Committee shall be by majority vote of the Committee. Members may participate by telephone conference only at the discretion of the Chair. Notice of meetings may be sent by facsimile or electronic mail. Summary minutes of the meetings shall be distributed to the Board of Trustees reasonably promptly following the meeting of the Executive Committee.

3. Other Committees

The Board of Trustees may establish such Committees, in addition to the Executive Committee, as it deems proper and advisable, may assign their duties and responsibilities (except that no such assignment shall, in the absence of approval of the Board, grant any Committee power to take any action reserved in the Charter or Bylaws to the Board), and subject to the terms of the corporate Charter and these Bylaws, may delegate authority to Committees and their Chairs and Vice Chairs. Authority granted to standing and ad hoc committees to act on behalf of the Board of Trustees shall be confirmed annually. The Chair of the Board of Trustees shall appoint Committee members, Chairs and Vice Chairs of such Committees, with Chair appointments subject to the approval of the Nominating and Governance Committee. Committee Chairs and Vice Chairs must be voting Trustees, unless otherwise specifically authorized by the Executive Committee.
Committee Chairs and Vice Chairs shall normally be appointed for a one year term, but no Chair or Vice Chair shall serve more than a total of three consecutive years in the same position, except under exceptional circumstances as determined by the Chair of the Board, and may be removed by the Chair of the Board, but only after consultation with the Nominating and Governance Committee and the President.
In addition to the Executive Committee, the Standing Committees of the Board of Trustees shall include but not be limited to:
1. Academy
2. Diversity, Equity, and Inclusion
3. Institutional Advancement
4. Investment
5. Nominating and Governance
6. Resources
7. Risk Management and Audit
8. Student Life
With the prior approval of the Chair of the Board of Trustees, each Standing Committee may establish subcommittees.
The Chair of the Board of Trustees shall have the authority to establish ad hoc Committees and to appoint Committee members, Chairs and Vice Chairs of such Committees. Committee Chairs and Vice Chairs must be voting Trustees, unless otherwise specifically authorized by the Executive Committee. Members of Committees may be Trustees or non-Trustees, but only Trustees, Emeritus Trustees, and former Trustees may vote on Committee matters.
Each Committee member shall be familiar with and comply with the University’s Conflict of Interest Policy for Trustees, Officers and Committee Members.
The Standing Committees shall have the authority as stated in their mandates, which shall be annually approved by the Board of Trustees.

Section B: Voting

There shall be no proxy voting.
All actions of the Board of Trustees, including regular resolutions, elections and appointments, shall be by majority vote of those present at a duly called meeting where a quorum is present, except for the following:
1. an affirmative vote of three-quarters of the voting Trustees in attendance at a regularly scheduled meeting of the Board of Trustees shall be required to elect a Trustee or an Officer of the Board,
2. a two-thirds (2/3) affirmative vote of the Trustees eligible to vote, shall be necessary:
  1. to establish, suspend or discontinue the operation of any school or academic department of the University;
  2. to remove from office a Trustee or Officer of the Board of Trustees for cause deemed sufficient by those voting for such removal.
In the absence of a duly called meeting of the Board of Trustees, votes of the Board of Trustees may be taken by electronic mail or facimile. An action is deemed approved by electronic vote if approved in the affirmative by a majority of Trustees eligible to vote, unless a greater number of votes is required by a specific provision of the Bylaws, in which case the requirements of that provision shall prevail.

Section C: Quorum

A majority of the total number of members of the Board of Trustees eligible to vote shall be necessary to constitute a quorum at any regular or special meeting of the Board of Trustees. Trustees may participate in a meeting of the Board of Trustees by telephone, video or web conference at the discretion of the Chair.

Article V: Duties of Officers

Section A: The Chair

The Chair of the Board of Trustees shall have the powers and perform the duties customarily belonging to such office. The Chair shall serve as a resource to the President for consultation and advice. The Chair shall preside at all meetings of the Board of Trustees and is responsible for the preparation of the agenda of meetings of the Board of Trustees, and the appointment of the Chair, Vice Chairs and all members of Standing Committees of the Board of Trustees, with Chair appointments subject to the approval of the Nominating and Governance Committee. The Chair of the Board serves as Chair of the Executive Committee of the Board of Trustees.

Section B: The Vice Chairs

In the event of the absence or incapacity of the Chair of the Board of Trustees, his or her duties shall be performed by a Vice Chair designated by the Chair or, if the Chair is unable to designate a Vice Chair, elected by the Board as Chair pro tempore.

Section C: The Treasurer

The Treasurer shall keep, or cause to be kept, full and accurate accounts of all receipts and disbursements of funds and complete records of all other property of the Corporation. He or she shall, in the name of the Corporation, issue, or cause to be issued, receipts for funds or other property, deposit and disburse funds, and see to the custody of all other property as the Board of Trustees shall direct. He or she shall make, or cause to be made, reports to the Board of Trustees and to others as required with respect to the financial condition of the Corporation in such form and at such intervals as the Board of Trustees shall direct; and he or she shall perform, or cause to be performed, all duties that are incident to the office of the Treasurer, subject at all times to the authority and control of the Board of Trustees. The Assistant Treasurer shall aid the Treasurer in the performance of his or her duties, and shall perform such other tasks incident thereto as the Board of Trustees may direct.

Section D: The Secretary

The Secretary shall arrange, or cause to arrange, for proceedings of the Board of Trustees to be properly recorded and stored. The Secretary shall be responsible for securing the seal of the Corporation and fulfilling such other obligations as are established by corporate law in the Commonwealth of Massachusetts. The Assistant Secretary/Clerk shall aid the Secretary in the performance of his or her duties, and shall perform such other tasks incident thereto as the Board of Trustees may direct.

Article VI: Meetings of Trustees

Section A: Annual Meeting and Other Meetings

The Annual Meeting of the Board of Trustees shall be held each year at the University, in Waltham, Massachusetts. The Chair of the Board or the Assistant Secretary of the Corporation shall designate the meeting as the “Annual Meeting” in the call of such meeting and in all related matters. Other regular meetings shall be held on such dates and in such locations as determined by the Chair.

Special meetings shall be called by the Assistant Secretary at the request of the Chair or upon the written request to the Chair or Assistant Secretary of not fewer than ten (10) of the Trustees. The Assistant Secretary shall send notice of all regular meetings at least ten (10) days in advance. The Assistant Secretary shall send notice of all special meetings at least twenty-four (24) hours in advance, by telefax and/or electronic mail. In exigent circumstances, a special meeting may be called with a notice period of fewer than twenty-four (24) hours.

In this context, exigency shall be determined in the sole discretion of the Chair and the President. If the President is absent or incapacitated, the Chair shall consult with one or more of the Vice Chairs. Any Trustee may waive notice of any meeting, and the attendance of a Trustee at any meeting shall constitute a waiver of notice by him or her of such meeting. As provided in Article IV, Section C, Trustees may participate in regular or special meetings of the Board of Trustees, by telephone, video or web conference at the discretion of the Chair.

Section B:

Notice and a copy of the agenda of a meeting of the Board of Trustees shall be sent by mail, fax or electronically to all Trustees. The Chair shall prepare the agenda. A matter that has not been set forth on the agenda shall be voted upon only with the consent of two-thirds (2/3) of the Trustees present at the meeting. Such consent shall be considered to have been given, and any objection waived, if two-thirds (2/3) or more of the Trustees at such meeting vote on such matter.

Section C:

The Board of Trustees may hold any regular or special meeting, or any part thereof, in executive session with participation limited to voting Trustees with such exceptions as the Board of Trustees may provide. Any Committee of the Board of Trustees, with the approval of the Chair of the Board, may hold any regular or special meeting, or any part thereof, in executive session, with participation limited to voting members of the Board and such other individuals as may be designated by the Chair of the Committee with the concurrence of the Chair of the Board.

Article VII: Conflict of Interest

Each trustee shall be familiar with and comply with the University’s Conflict of Interest Policy for Trustees, Officers and Committee Members, as it shall be approved and amended by the Board of Trustees from time to time.
Subject to the terms and conditions of such policy, a Trustee may be a party to, or may be financially or otherwise interested in, a matter affecting the University, whether directly or indirectly, provided that such interest shall have been disclosed and approved in accordance with such policy prior to any action taken with respect thereto by the Board of Trustees.
Subject to the terms and conditions of such policy, in any matter in which a Trustee has been or may be determined to have a conflict of interest:
1. Such Trustee shall not be counted in determining a quorum for a meeting of the Board of Trustees;
2. Such Trustee shall abstain from participating in the matter and shall absent himself or herself from that part of the meeting during which such matter is under consideration, except that he or she may be invited by the Board of Trustees to make a statement to it or answer questions;
3. Such Trustee shall not vote on the matter; and
4. Such Trustee shall not use his or her personal influence in any manner with respect to such matter.

Annual confidentiality and conflict of interest statements shall be submitted by each Trustee and reviewed by the Executive Committee, pursuant to such policy and its procedures.

Article VIII: The Board of Fellows of Brandeis University

The Board of Trustees may elect distinguished individuals as members of the Board of Fellows of Brandeis University for the purpose of fostering and advancing the welfare of the University. The President shall propose candidates to the Nominating and Governance Committee of the Board of Trustees, which shall present nominees for election of the Board of Trustees upon recommendation of the President of the University and the Nominating and Governance Committee.

The Chair of the Board of Fellows shall be nominated from the roster of Fellows or Trustees and shall be elected by the Board of Trustees for a three-year term and may be reelected for one consecutive three-year term. The Chair of the Board of Fellows, in consultation with the Chair of the Board of Trustees, may call meetings of the Fellows at designated times and places.

Members of the Board of Fellows shall retain their status as Life Members of the Board of Fellows of Brandeis University unless special circumstances warrant removal.

Article IX: Faculty and Officers of Administration

Section A: The President

The Board of Trustees appoints the President of the University. The President, by virtue of office, is a voting member and attends all meetings of the Board of Trustees, except during an evaluation of his or her performance, following which the President shall have the opportunity of addressing any issues raised before the Board. The President also serves ex officio, in a voting capacity, on all committees of the Board of Trustees, except the Audit and Risk Management Committee.

Section B:

The President of the University is the Chief Executive Officer of the University, charged with the responsibility for all academic, administrative, financial, and other activities and with the execution of all policies established by the Board of Trustees. The President shall be a member of each faculty.
The Provost, those Vice Presidents reporting directly to the President, the Chief of Staff, the General Counsel, and members of the Faculty within the tenure structure are appointed or promoted by the Board of Trustees upon the recommendation of the President of the University.
The President may delegate to academic and administrative officers such matters as he or she may deem appropriate.

Section C:

The President of the University, or the Provost and Senior Vice President for Academic Affairs, or the Executive Vice President for Finance and Administration, or the Chief Financial Officer and Treasurer, are authorized to sign, seal and execute on behalf of the University, the following documents: acceptances of gifts; pledges of money or securities or of real or personal property; discharges of mortgages; releases, receipts and indemnity agreements; contracts and agreements pertaining to all forms of benefaction, including without limitation life income trusts, chairs, endowments, and designated physical facilities; documents related to the investment of assets; agreements relating to employment; and any and all instruments that are involved in the regular course of the University’s operations, including the implementation of cash management through the execution of loans for seasonal borrowing, to open custodial accounts, and to execute applications in connection with federal and state loan authorities.
Further, the said officers are authorized to sign, seal and execute on behalf of the University, any document to purchase or sell real estate, goods, equipment, facilities and services, including the financing thereof through lease arrangements, in an amount not to exceed $1.0 million per transaction, unless such transaction has been duly authorized by the Board of Trustees.
The President of the University alone may delegate his or her powers concerning the signing and execution of documents and instruments to other designated senior officials of the University, but only under explicit and limited circumstances.

Article X: Faculty and Student Representatives to the Board of Trustees

The Chair of the Faculty Senate and four faculty representatives to the Board of Trustees elected through a process organized by the Faculty Senate (collectively, the "faculty representatives"), shall serve as representatives to the Board of Trustees through participation in Board committees, as set forth below. Faculty representatives are not Trustees and do not vote on matters before the Board of Trustees or its Committees. Faculty representatives participate on the Board of Trustees' committees in order to help inform their members about issues, but not to make decisions. Faculty representatives will be assigned to Committees as determined by the Chair of the Board of Trustees.
The Board of Trustees may authorize the election of students to serve as representatives to the Board of Trustees through participation in Board committees under such terms and procedures as it deems appropriate. Such representatives are not Trustees and do not vote on matters before the Board of Trustees or its Committees. Any individual who serves as an undergraduate student representativve shall not be eligible to serve as a graduate student representative.
Except as provided in Article VI, Section C, student representatives attend meetings of the following committees: Academy, Student Life, and Diversity, Equity, and Inclusion, as assigned by the Chair of the Board; and faculty representatives attend meetings of the following committees: Academy, Institutional Advancement, Resources, Student Life, and Diversity, Equity, and Inclusion, as assigned by the Chair of the Board. The faculty representative to the Resources Committee shall serve as a member of the Faculty Committee on Planning and Strategy; and the faculty representative to the Diversity, Equity, and Inclusion Committee shall serve as member of the Faculty Committee on Diversity, Equity, Inclusion, and Social Justice. Faculty and student representatives receive minutes, agendas, and other documents, may recommend items to be placed on committees agendas, and speak on matters before those Committees to which the Chair of the Board has assigned them.
The Chair and Vice Chairs of the Board of Trustees, together with the Chairs of the Academy and Resources Committees, shall meet with the faculty representatives during regular meetings of the Board to discuss matters of concern to the faculty. The Chair of Student Life Committee and a Vice Chair of the Board of Trustees shall meet with the student representatives during regular meeting of the Board to discuss matters of concern to the students.
Faculty and student representatives may be invited by the Chair to non-executive session meetings of the Board from time to time.

Article XI: Indemnification

Each Trustee, all Officers of the Corporation, all members of Board Committees, the President, the Provost, all Deans and Vice Presidents of the University, the Chief of Staff, and the General Counsel, including all past incumbents of these several positions, shall be indemnified by it against all expenses actually and necessarily incurred by such individuals in connection with the defense of any action, suit, or proceeding to which he or she has been made a party by reason of his or her being or having been in such role, except in relation to matters as to which such individual(s) shall be adjudicated in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of duty.
The Board of Trustees may, in its discretion, authorize from time to time the indemnification of any person not otherwise entitled to indemnification hereunder, who is an employee or other agent of the Corporation or who serves at the request of the Corporation as an employee or other agent of an organization in which the Corporation has an interest, but only to the extent permitted from time to time by law.