Article II The Board of Trustees: Membership, Election, and Meetings

1. The ownership, management and control of the College shall be vested in the Board of Trustees, which shall consist of not less than twenty nor more than thirty-six members. This Board of Trustees shall be self-perpetuating, and shall have the power in case of death, resignation, disability, or disqualification of any member of the Board to fill the vacancy created thereby.

2. The membership of the Board of Trustees shall be limited to 36 members, and may be divided into classes of not more than nine trustees, each class serving for a term of up to four years. The number of trustees in the several classes need not be uniform. The Board may elect a Trustee to fill an unexpired term of a departing Trustee, and, under special circumstances, the Board may elect a Trustee to a term shorter than four years. Terms of office shall begin on July 1 and expire after four years on June 30, unless otherwise provided for in these Bylaws. Trustees elected to fill interim vacancies shall begin to serve immediately upon election. Membership on the Board of Trustees automatically terminates on the expiration of a Trustee's term.

3. Limitations on Terms for Trustees

(a) Any Trustee whose initial term of service begins on or after October 11, 2019, shall be elected for an initial term of four years and, if re-elected, may serve up to two additional, consecutive four-year terms. If, on or after October 11, 2019, a Trustee is elected initially for a partial term, then, at the end of the initial partial term, the Trustee is eligible to be re-elected to an initial full term of four years, and is eligible to be re-elected for an additional term of four years, and thereafter may be eligible to be re-elected to a term of service such that, upon the conclusion of this last term, the number of consecutive years of service will equal 12 years, considering the initial partial term.

(b) Any Trustee whose initial term of service began prior to October 11, 2019, shall be eligible for re-election as follows:

(i) Each Trustee serving in his or her initial full term as of October 11, 2019, shall be eligible, at the end of his or her current term, for re-election to a term of four years, and at the end of that term, shall be eligible for re-election to another term of two years. A Trustee who is serving in an initial partial term as of October 11, 2019, shall be eligible for re-election to an initial full term of four-years, and eligible for re-election for an additional term of four years, and thereafter may be eligible to be re-elected to a term of service such that, upon conclusion of this last term, the number of consecutive years of service will not exceed 12 years, considering the initial partial term;

(ii) Each Trustee serving, as of October 11, 2019, in his or her second full term or longer, shall be eligible for re-election to another two-year term, and may, after sitting off the Board for 12 months thereafter, be eligible for re-election as provided for in subsection (a);

(c) Any Trustee, except a Trustee described in Section 3(b)(ii) above, having served a total of 12 years or more consecutively, may not be re-elected to begin service until 12 months after the expiration of the term or the resignation of such Trustee.

(d) Notwithstanding the foregoing, a Trustee who is then serving as an Officer of the Board when his or her term as a Trustee would otherwise end by application of this Section 3 may be re-elected as an officer and continue in service as a Trustee for up to four more years while serving as an officer.

(e) Notwithstanding the description of any other terms or classes of Trustees, the membership of the Board shall include up to three Trustees, from within the limit of thirty-six Trustees defined above, with the following characteristics: (i) these Trustees shall have graduated from Centre College within approximately 10 years of their election to the Board; and (ii) these Trustees shall be elected for one term each of three years, with terms staggered so that each year a new such Trustee is elected as one such Trustee rolls off the Board. The Board may elect these Trustees to shorter or longer terms, including those of the initial class of such Trustees elected for two-year terms to begin on January 1, 2022, to conform to the rotation and duration of terms described in this paragraph.

4. The Board may elect to the position of trustee emeritus for life any member or former member of the Board who has served as long as six years. Trustees emeriti shall be entitled to attend and participate in all regular meetings of the Board, but shall not be vested with the responsibilities of trustees, nor vote, nor be counted in the determination of a quorum.

5. All Trustees are expected to attend Board meetings (in person or virtually), read the materials provided them, and engage actively as a member of the Board of Trustees. Therefore, any Trustee who does not attend at least 50 percent of the meetings of the full Board over a two-year period shall be deemed to have resigned the position of Trustee. The Board may, at the recommendation of the Governance Committee, vote to retain the Trustee and override this automatic resignation. This Section 5 takes effect upon adoption by the Board on April 22, 2022, and will be applied prospectively to meeting attendance from that point forward.

6. Nominations of persons for election as trustees shall be submitted by the Committee
on Governance of the Board of Trustees. The election of trustees shall require the affirmative votes of at least two-thirds of the members of the Board of Trustees.

7. There shall be at least three meetings of the Board each year, at least one of which shall be on the campus of the College. The annual meeting of the Board at which the regular election of trustees will take place shall be the last regular meeting of the Board prior to the end of the fiscal year. Additional meetings shall be held on call of the Chair or a majority of the trustees. Written notice shall be given to all trustees by ordinary mail at least ten days prior to the meeting date and directed to each trustee's address of record.

8. Whenever notice is required to be given under the provisions of these Bylaws, a waiver in writing signed by the persons entitled to the notice, whether before or after the time stated, shall be deemed equivalent to notice. Attendance at any meeting by a trustee shall be conclusively deemed a waiver of notice of that meeting unless objection is made at the meeting.

9. Any action required or permitted to be taken by the Board of Trustees or by any committee may be taken without a formal meeting. Meetings may be conducted by mail, telephone, electronic mail, or in any other way the trustees shall decide. However, a written statement, signed by the chair or secretary of the Board or the chair of the committee originating the action, as the case may be, and setting forth the action taken along with an attestation that all members of the Board entitled to vote thereupon have returned their signed forms consenting to the action, which signature may be in written or electronic form, must be filed with the minutes of the proceedings of the board or the committee.

10. A majority of the membership of the Board shall constitute a quorum, and a majority of those trustees present at any meeting shall be required for any action of the Board except as otherwise provided herein or by law. Any Trustee shall be deemed present at any meeting if attending via any means of communication by which all Trustees participating may simultaneously hear each other during the meeting, such as through a teleconference call, Zoom, or other virtual means of meeting. The Board may adopt such rules for the conduct of its meetings as it deems proper, consistent with these Bylaws, the Charter of the College, and applicable public law.

11. No compensation shall be payable to trustees for their service as trustees. Reimbursement for expenses of attendance at meetings or conducting official business for the College shall be allowable.

12. The President of the Faculty, the President of the Alumni Association, the President of the Staff Congress, and the President of the Student Government Association shall be invited to attend all regular meetings of the full Board of Trustees (except Executive Sessions) with the privileges of the floor but without the privilege of voting. The President of the Faculty shall be invited to attend meetings of the Academic Success Committee of the Board and such other Board committee meetings as may be determined by the chair of each such committee but without the privilege of voting. The President of the Alumni Board shall be invited to attend meetings of the Financial Success Committee of the Board and such other Board committee meetings as may be determined by the chair of each such committee but without the privilege of voting. The President of the Staff Congress shall be invited to attend meetings of the Operational and Institutional Success Committee of the Board and such other Board committee meetings as may be determined by the chair of each such committee but without the privilege of voting. The President of the Student Government Association shall be invited to attend meetings of the Student Success Committee of the Board and such other Board committee meetings as may be determined by the chair of each such committee but without the privilege of voting.