Trustee Bylaws

BYLAWS
OF
THE TRUSTEES OF PRINCETON UNIVERSITY

A corporation organized for educational purposes in the State of New Jersey

CHAPTER 1

THE BOARD OF TRUSTEES

1.1 All the powers of the Corporation shall be vested in a Board of Trustees consisting of such number, not less than twenty-three nor more than forty, as shall from time to time be fixed by resolution of the Board.

1.2 The members of the Board shall be classified as follows:

(a) Trustees ex officio: The Governor of the State of New Jersey and the President of the University during their respective official terms.

(b) Charter Trustees: Not more than such number as shall, when added to the numbers of Trustees ex officio, Term Trustees, and Alumni Trustees, equal forty, who shall be elected by the Board to serve for a term of ten years, when the Trustee shall become a Trustee Emeritus. The term of office of Charter Trustees shall normally commence on the July 1st following election, but another commencement date may be specified, in which case the term of office of ten years specified above shall be extended to the June 30th following a ten-year term. A Charter Trustee shall be eligible for re-election only after the expiration of one year following the end of the Trustee's term.

(c) Term Trustees: Not fewer than four and not more than eight in number, who shall be elected by the Board to serve for terms of four years, beginning on the July 1st following election.

(d) Alumni Trustees: Thirteen in number, elected in accordance with the rules established by the Board, to serve for terms of four years, beginning on the July 1st following election, (i) nine of whom shall be elected by the alumni of the University (including the members of the two most recently graduated classes) and (ii) four of whom shall be elected, one each year, from among the members of the Senior class at the time of election, by the members of the Junior and Senior classes and the two most recently graduated classes.

In the event any Trustee shall be elected to an initial term as Chair of the Executive Committee, pursuant to Section 14.1, and upon such election there shall not be four years remaining in his or her term as Trustee, then upon such election, the term of such person as a Trustee shall be extended for the number of years required to permit such person to serve four years as Chair of the Executive Committee.

Trustees ex officio, Charter Trustees, Term Trustees, and Alumni Trustees shall have the same duties, rights, and powers. Trustees Emeriti who were serving in office as Charter Trustees on or prior to June 30, 1969, shall be entitled to receive notice of each meeting of the Board and to attend such meetings, without vote, for five years after assuming emeritus status; thereafter to receive notice of and to attend, without vote, the June meeting of the Board; they shall also be entitled to receive copies of minutes, committee reports, and other material which is sent to members of the Board. All other Trustees Emeriti shall be entitled to receive notice of and to attend, without vote, only the June meeting of the Board for a five-year period following retirement as Charter Trustee; they shall also be entitled to receive such materials sent to members of the Board as the President and Chair of the Executive Committee may direct.

1.3 Each Trustee, except the Governor of New Jersey, before entering upon the duties of the office, shall take and subscribe an oath or affirmation faithfully, impartially, and justly to perform the duties of the office of Trustee, to support the Constitution of the United States of America, and to bear true faith and allegiance to the government of the State in which the Trustee resides. The oath or affirmation may be administered by any Trustee or officer of the Corporation and, unless inconvenient, shall be taken in the presence of the Board, and any portion thereof may be waived by affirmative vote of two-thirds of the Trustees present and voting.

1.4 (a) When a vacancy occurs among the Charter Trustees, the Executive Committee may nominate a candidate to fill the vacancy and shall report any nomination to the Board. Any Trustee may also present a nomination at the same meeting at which an Executive Committee nomination is reported. The vacancy shall be filled by an election by ballot from among the candidates so nominated, at a meeting of the Board subsequent to that at which the Executive Committee's nomination is reported.

(b) When a vacancy occurs among the Term Trustees, the Executive Committee may nominate a candidate to fill the vacancy and shall report any nomination to the Board. Any Trustee may also present a nomination at the same meeting at which an Executive Committee nomination is reported. The vacancy shall be filled by an election by ballot from among the candidates so nominated, at a meeting of the Board subsequent to that at which the Executive Committee's nomination is reported.

(c) When a vacancy occurs among the Alumni Trustees, it shall be filled by an election by that group of the alumni of the University which was eligible to participate in the election to the office initially, in accordance with rules established by the Board, provided, however, that if such a vacancy occurs within one year prior to the expiration of a term, it shall not be filled prior to the expiration of the term.

1.5 Any Charter Trustee, Term Trustee, Alumni Trustee, or Trustee Emeritus may resign by notice in writing to the Clerk.

1.6 If any Charter Trustee, Term Trustee, or Alumni Trustee shall be absent from four consecutive meetings of the Board without excuse, or shall be, in the judgment of the Board permanently incapacitated to perform the duties of Trustee, the seat of the Trustee may be declared vacant by the Board.

1.7 The Board, by a two-thirds vote of all its members, shall have the power to remove any Charter Trustee, Term Trustee, Alumni Trustee, or Trustee Emeritus after giving the Trustee an opportunity to be heard, if in the opinion of the Board, the welfare of the University requires such removal.

CHAPTER 2

MEETINGS OF THE BOARD

2.1 There shall be four stated meetings of the Board in each academic year as follows: on the fourth Friday in October, the third Saturday in January, the third Saturday in April, and the Monday preceding the annual Commencement; but the Board may change the date of any stated meeting by action at a preceding meeting.

2.2 A special meeting of the Board may be called at the request of the President, the Chair of the Executive Committee, or any three or more Trustees. The request shall be addressed to the Clerk and shall specify the business to be transacted at the meeting. The notice of the meeting shall specify such business.

2.3 All meetings of the Board shall be held at any place within or without the State of New Jersey as specified in the notice of the meeting.

2.4 The Clerk, or the Secretary under the Clerk's direction, shall mail written notice of the time and place of each stated or special meeting to each Trustee at least five days before the appointed time of such meeting; in lieu of notice, a written waiver of notice may be received from each Trustee to whom such notice was not given. Before any business is entered upon, the Clerk shall certify such notification to the Board and shall record and file any such waivers.

2.5 Nine Trustees present in person shall constitute a quorum competent for the transaction of business at meetings of the Board. In the absence of a quorum at the time and place set for a meeting, the Trustee or Trustees present may adjourn the meeting from time to time until a quorum is present. The Clerk, or the Secretary under the Clerk's direction, shall send to each Trustee by mail or telegram at least one day's notice of the time and place of such adjourned meeting. Any Trustee may waive such notice by an instrument in writing.

2.6 Except at a special meeting called pursuant to Section 2.2, a recommendation or proposal constituting new business and requiring action by the Board, other than recommendations of a standing or duly appointed special committee, shall be given in writing to the Secretary at least two weeks prior to the meeting at which the recommendation or proposal is to be introduced. This requirement may be waived by a majority vote of the Trustees present at such meeting.

2.7 Any action required or permitted to be taken at a meeting of the Board or any committee or subcommittee of the Board may be taken without a meeting if all the Trustees entitled to vote on such action consent thereto in writing and the written consents are filed with the records of the meeting of the Board or such committee or subcommittee. Such consents shall be treated for all purposes as a vote at a meeting duly noticed and held.

CHAPTER 3

THE CLERK

3.1 The Clerk shall be a member of the Board. In the absence or disability of the Secretary, the Clerk may perform the duties of that office.

3.2 The Clerk shall, with the assistance of the Secretary, give notice, as provided in these Bylaws, of each meeting of the Board, shall prepare a docket of the business to be transacted at such meeting, and shall send a copy of such docket to each Trustee with the notice of the meeting.

3.3 The Clerk shall, with the assistance of the Secretary, keep the minutes of each meeting of the Board and of the Executive Committee, of which Committee the Clerk shall be a voting member. The Clerk shall send a copy of the minutes to each member of the Board promptly after each meeting of the Board and of the Executive Committee. At each meeting of the Board, the minutes of the last preceding meeting shall be presented by the Clerk for the approval of the Board.

CHAPTER 4

THE OFFICERS OF THE CORPORATION

4.1 The officers of the Corporation shall be the President, the Provost, the Vice President for Finance and such other Vice Presidents as the Board shall by resolution from time to time provide, the Treasurer, the Secretary, and such other officers as the Board may elect. An individual may hold more than one office of the Corporation simultaneously.

4.2 The President shall be elected by the Board by ballot, to serve at the pleasure of the Board. The officers of the Corporation other than the President shall be elected by the Board, on the nomination of the President, shall continue in office at the pleasure of the Board during terms of five years from the date of taking office, and shall be eligible for re-election.

4.3 The officers of the Corporation other than the President shall serve, ex officio, and without vote, on committees of the Board as elected by the Board pursuant to the provision of Section 13.1.

4.4 The officers of the Corporation shall perform the duties assigned specifically to them under these Bylaws and shall perform such additional duties as may be assigned to them by the Board or by the President.

CHAPTER 5

THE PRESIDING OFFICER

5.1 The President shall preside, when present, at meetings of the Board. The Chair of the Executive Committee, the Vice Chair, or the Clerk, in that order, shall preside in the absence of the President. In the absence of all of them, the Trustees shall elect a presiding officer.

CHAPTER 6

THE PRESIDENT

6.1 The President shall be charged with the general supervision of the interests of the University and shall have special oversight of the various departments of instruction. The President shall be the chief executive officer of the Corporation.

6.2 The President shall preside at all academic functions at which present and shall represent the University before the public.

6.3 The President shall have power to sign, in the name of and on behalf of the Corporation, all duly authorized contracts, deeds, acceptances of gifts and bequests, and other instruments. The President shall have power to delegate authority under this subparagraph to any other officer of the Corporation by an instrument in writing. Any such delegation shall be reported at the next regular meeting of the Board or the Executive Committee.

6.4 The President shall present to the Board each year a written report on the condition of the University.

6.5 The President shall be a voting member of all standing committees and shall be eligible to serve as Chair of any of them.

6.6 In the absence or disability of the President, the Board or the Executive Committee may appoint an Acting President, who shall have the powers and duties of the President. If no such appointment has been made, the Provost shall have the powers and duties of the President.

CHAPTER 7

THE PROVOST

7.1 The Provost shall be the general deputy of the President in the supervision of the University.

7.2 The Provost shall be a member, without vote, of committees of the Board to which elected pursuant to Section 13.1 and shall, when requested, either accompany the President or represent the President at meetings of other committees and of the Board.

7.3 As provided in Section 6.6, in the absence or disability of the President, if no Acting President has been appointed, the Provost shall have the powers and duties of the President.

CHAPTER 8

THE VICE PRESIDENT FOR FINANCE

8.1 The Vice President for Finance shall have responsibility for coordinating and developing policies and plans for the financial, administrative, and corporate operations of the University.

8.2 The Vice President for Finance shall have charge, under the Committee on Finance, of the business operations of the Corporation.

8.3 The Vice President for Finance shall give bond for faithful performance of duties in such amount as the Board shall direct.

CHAPTER 9

THE TREASURER

9.1 The Treasurer shall have responsibility for the receipt, custody and disbursement of the financial assets of the Corporation. As the Committee on Finance shall provide by resolution from time to time, the Treasurer shall sign, or designate persons who may sign, in the name and on behalf of the Corporation, receipts for all monies, stocks, and securities received by the Corporation, shall deposit the monies, stocks, and securities of the Corporation in such depositories or with such custodians as the Committee on Finance shall direct, and shall disburse such monies and dispose of such stocks and securities under the direction of the Committee on Finance or, as the Committee may provide, under the direction of the Directors of the Princeton University Investment Company.

9.2 The Treasurer shall be responsible for the proper keeping of the accounts of all departments of the University, shall have authority to establish the methods by which such accounts shall be kept, and shall have power to audit them from time to time. The books of account of the Corporation shall be open at all reasonable times to the inspection of the members of the Board.

9.3 The Board may elect as Assistant Treasurer a bank or trust company, to which, by direction of the Board or the Committee on Finance, may be entrusted the custody of the stocks, securities and other assets belonging to the Corporation.

9.4 The Treasurer shall give bond for faithful performance of duties in such amount as the Board shall direct.

CHAPTER 10

THE SECRETARY

10.1 The Secretary shall have charge of the general correspondence and the official convocations of the University.

10.2 The Secretary shall have the custody of the University seal, shall affix it to such instruments as require its use, and when so affixed, shall attest it by signature. The Secretary shall sign all documents requiring the signature of the Secretary as an officer of the Corporation.

10.3 The Secretary shall, as requested by the Clerk, assist the Clerk in performing the duties of that office, and in the absence or disability of the Clerk, the Secretary shall perform such duties of the Clerk as the Board or the President may designate.

CHAPTER 11

THE ACADEMIC OFFICERS

11.1 The academic officers shall be the Dean of the Faculty, the Dean of the Graduate School, the Provost, the Dean of the College, the Dean of Student Life, the Chair of the University Research Board, the Dean of the School of Engineering and Applied Science, the Dean of the Woodrow Wilson School of Public and International Affairs, the Dean of the School of Architecture, the Dean of Religious Life and Dean of the Chapel, the Librarian, the Registrar, the Dean of Admission, and such other academic officers as the Board may elect.

11.2 The academic officers shall be elected by the Board on the nomination of the President, shall continue in office at the pleasure of the Board during terms of five years from the date of taking office, and shall be eligible for re-election.

11.3 he academic officers shall serve, ex officio, and without vote, on committees of the Board as elected by the Board pursuant to the provisions of Section 13.1.

11.4 The academic officers shall perform the duties assigned specifically to them under these Bylaws and shall perform such additional duties as may be assigned to them by the Board or by the President.

CHAPTER 12

THE FACULTY

12.1 The Faculty shall consist of the President, the Provost, the academic officers, the Professors, the Associate Professors, the Assistant Professors, and when on full-time appointment, the Lecturers and the Instructors. All members of the Faculty are entitled to vote at meetings of the Faculty and in any circumstances where votes of the Faculty are taken.

12.2 Professors, Associate Professors, Assistant Professors beyond their first term appointments, and members of the University staff designated as holding rank equivalent to that of members of the Faculty shall be elected by the Board upon the recommendation of the Committee on Academic Affairs.

12.3 Assistant Professors in their first term appointment, Lecturers, Instructors, holders of visiting appointments, and members of the Professional Library, Research, and Technical Staffs are appointed by the President (who may delegate such power to the Dean of the Faculty), subject to review by the Committee on Academic Affairs and by the Board. When on full-time appointment, holders of visiting appointments and members of the Professional Library, Research, and Technical Staffs are entitled to attend each meeting of the Faculty but are not entitled to vote, except that members of the Professional Staffs who are assigned teaching duties and given the additional designation of "Lecturer with the rank of Professor" or "Lecturer with the rank of Associate Professor" shall be entitled to vote during the period of such additional designation.

12.4 The President, when present, shall preside at meetings of the Faculty. In the President's absence, the Provost shall preside.

12.5 The Faculty shall appoint certain of its members as a standing committee, who shall attend a conference with the Committee on Academic Affairs, annually or more frequently if necessary, upon the call of the Chair of the said Faculty committee or the Chair of the Committee on Academic Affairs, to consider such subjects as may be presented involving both administrative and educational matters.

CHAPTER 13

THE STANDING COMMITTEES OF THE BOARD

13.1 The Board shall elect in each academic year, not later than at the Commencement meeting, Trustees to serve as the Chairs, Vice Chairs if desired, and members, not less than three for each committee, of the following standing committees, who shall hold office, except as otherwise provided with respect to the Executive Committee in Chapter 14.1, for one year and until the election of their respective successors:

The Executive Committee;

The Committee on Finance;

The Committee on Academic Affairs;

The Committee on Grounds and Buildings;

The Committee on University Resources;

The Committee on Student Life, Health and Athletics;

The Committee on Honorary Degrees.

The Board at any meeting may elect Trustees to fill vacancies in any such committee leadership or membership, or to enlarge the membership of any standing committee. Officers of the Corporation and academic officers may be elected as ex officio members of committees, serving without vote, and may be elected to serve as Secretaries for committees of the Board.

The committees of the Board shall exercise their powers subject to the general control of the Board.

13.2 The Executive Committee shall hold regular meetings at least once in the months of February, March, May, September, November, and December, but the Board may change the date of any regular meeting at a preceding meeting of the Board; the other standing committees shall meet as necessary. The Chair of any standing committee may, and on the request of the Board of Trustees or the President or of three members of the committee shall, call a meeting of the committee or any subcommittee thereof. At least one week's written notice of the time and place of each meeting shall be given to each committee member, except that in case of emergency a meeting of any standing committee or any subcommittee thereof may be called upon such shorter notice as the Chair of the committee may determine, but in no event less than one day's notice.

13.3 Three voting members, or one-third of the membership, whichever is larger, shall constitute a quorum competent for the transaction of business at meetings of each standing committee or any subcommittee thereof. In the absence of a quorum at the time and place set for a meeting, the voting member or members present may adjourn the meeting from time to time until a quorum is present. At least one day's written notice of the time and place of such adjourned meeting shall be given to each committee member. Action may be taken without a meeting as provided in Section 2.7.

13.4 Minutes of regular meetings of standing committees shall normally be presented to the Board for information. Each standing committee shall, when requested by the President or the Executive Committee, present to the Board a comprehensive report on some aspect of the matters under its charge.

13.5 In addition to the standing committees, there shall be a Committee to Nominate Committees, consisting of the President, the Chair of the Executive Committee, and three other Trustees elected by the Board in each academic year, not later than at the April meeting. Nominations of candidates to fill the three elective positions shall be presented to the meeting by the President and the Chair of the Executive Committee, and additional nominations may be presented by any Trustee. The Committee to Nominate Committees shall present to the Board in each academic year, not later than at the Commencement meeting, nominations for the Chairs and members of the respective standing committees who are to be elected by the Board, and additional nominations may be presented by any Trustee.

CHAPTER 14

THE EXECUTIVE COMMITTEE

14.1 The Executive Committee shall consist of the following: a Chair who shall be elected by the Board for a term of four years and shall be its spokesman; the Chairs of all other standing committees; three Trustees who shall be elected by the Board for terms of three years each and shall be eligible for re-election; two Trustees who shall be elected by the Board for terms of one year each and shall not be eligible for re-election to a further one-year term until after an interval of one year; together with the President and the Clerk. One of such members may be designated as Vice Chair of the Committee.

14.2 It shall, between meetings of the Board, have all the powers and duties of the Board, except that the Executive Committee shall not have power to remove or elect a Trustee or the President, and except that as to matters which these Bylaws place under the supervision of any standing committee of the Board, the concurrence of that committee normally shall be sought.

14.3 It may nominate a candidate for any vacancy among the Charter Trustees, and the vacancy shall then be filled by an election pursuant to Section 1.5(a) of these Bylaws. It shall also nominate a candidate to fill any vacancy in the office of Term Trustee, and the vacancy shall then be filled by an election pursuant to Section 1.5(b) of these Bylaws.

14.4 It shall appoint the members and Chair of a subcommittee, to be known as the Committee on Audit, which shall recommend to the Board annually the names of certified public accountants for selection as independent auditors to examine the accounts of the University. The Committee on Audit shall receive and examine annually the opinion of the independent auditors selected by the Board regarding the accounts of the University, shall receive and examine any additional reports which may be submitted by the independent auditors, and shall present such auditors' opinion to the Board annually together with any comments and recommenda- tions which it deems appropriate.

14.5 It shall report to the Board all actions taken by the Executive Committee by having sent to all members of the Board minutes of each of its meetings, and it shall also report orally at Board meetings as required.

CHAPTER 15

THE COMMITTEE ON FINANCE

15.1 The Committee on Finance shall have charge and control of the business operations, finances and funds of the Corporation and shall report thereon at each stated meeting of the Board.

15.2 It shall supervise the investments of the Corporation and shall have power to make and to change investments, to sell, assign, and transfer any part of the stocks and securities held by the Corporation or any rights or privileges appurtenant thereto, and to designate a person or persons to execute and deliver in the name and on behalf of the Corporation instruments for the assignment and transfer of stocks, securities, and other investments registered or otherwise held in its name. It also shall have the power to determine how the Corporation's vote shall be cast on any question submitted to the Corporation as a stockholder with respect to corporate stock held by it, and the power to designate a person or persons to execute and deliver in the name and on behalf of the Corporation proxies to vote such stock.

15.3 It shall designate the depositories in which the Treasurer or any Associate or Assistant Treasurer shall be authorized to deposit the monies and other assets of the Corporation, and shall designate a person or persons who shall have power to sign checks on behalf of the Corporation for the withdrawal of its monies, and otherwise to make transfers with respect to its assets.

15.4 It shall have power to enter into agreements on behalf of the Corporation for the purchase and sale of real property, including buildings and improvements thereon, or to establish policies and guidelines for such agreements, purchases, or sales and to authorize the execution and delivery in the name and on behalf of the Corporation of agreements, deeds, or other instruments pertaining thereto, either with or without covenants as it may determine.

15.5 It shall, in each year, receive and review the proposed budget showing the estimated receipts and disbursements of the Corporation for the next academic year, and shall present such budget, with such changes as the Committee may make, for the consideration and action of the Board. The Board may approve, amend, or reject the budget so submitted. No monies of the Corporation shall be expended unless the expenditure is authorized by the budget or by other action of the Board or the Committee on Finance; in the latter instance the action shall be reported to the Board at its next meeting.

15.6 It shall have power to adopt appropriate resolutions accepting on behalf of the Corporation gifts, bequests, devises, and memorials, shall have the power to delegate such authority to officers of the Corporation, and shall authorize the execution and delivery in the name and on behalf of the Corporation of such receipts, releases, indemnity or refunding agreements, or other instruments as may be proper in connection therewith. In determining the acceptability of gifts, bequests, devises, or memorials, and in establishing policies and guidelines for acceptances of the same, the Committee shall act with concurrence, as it deems appropriate, of the Committee on University Resources (with respect to development matters), the Committee on Academic Affairs (with respect to curricular matters), and the Committee on Grounds and Buildings (with respect to campus facilities).

15.7 It may delegate to the Directors of the Princeton University Investment Company any or all of the powers and duties of the Committee on Finance set forth in Sections 15.2, 15.3 and 15.4, and may authorize the Directors of the Princeton University Investment Company to delegate further any or all of such powers and duties, upon such terms and conditions, and pursuant to such policies, as the Committee may provide.

15.8 It shall have power to adopt appropriate resolutions authorizing officers of the Corporation to enter into contracts and other legal agreements on behalf of the Corporation with respect to matters under their charge, with power to delegate such authority as the Committee may specify.

15.9 It shall report regularly, in writing, to the Board concerning the investment program, including all significant actions taken under the authority of the Committee on Finance since the last report, and also shall report orally as required.

CHAPTER 16

THE COMMITTEE ON ACADEMIC AFFAIRS

16.1 The Committee on Academic Affairs shall have supervision of matters pertaining to the Faculty and the programs of teaching and research pursued in the University.

16.2 It shall recommend for election by the Board all Professors, Associate Professors, Assistant Professors (except Assistant Professors in their first term appointments), and members of the academic staffs of the University designated as holding equivalent rank. It may, in its discretion, review all other appointments to the academic staff of the University made by the President.

16.3 It shall receive from the Deans the names of candidates for degrees and shall report to the Board the names of those whom it recommends for such degrees.

16.4 It shall, at least annually or more frequently as provided in Section 12.5 of these Bylaws, hold a conference with the Committee of the Faculty provided for in said Section.

16.5 It may from time to time establish subcommittees (for example, on the Library and Computing, on undergraduate admission, and on the Graduate School), which may make recommendations to the Committee on matters with which such subcommittees may appropriately be concerned.

CHAPTER 17

THE COMMITTEE ON GROUNDS AND BUILDINGS

17.1 The Committee on Grounds and Buildings shall supervise all campus real estate and shall be responsible for overseeing the location and design of all University buildings.

17.2 It may recommend for appointment by the Board a Consulting Architect, and a Consulting Landscape Architect, who shall continue in office at the pleasure of the Board during a term of three years from the date of appointment and shall be eligible for reappointment. The Consulting Architect's and Consulting Landscape Architect's duties shall be to confer with and advise the Committee on architectural and landscape matters, respectively. Such services shall be rendered at the request of the Committee and may be offered at the initiative of the Consulting Architects. The Consulting Architects shall not undertake architectural design except at the request of the Committee.

CHAPTER 18

THE COMMITTEE ON UNIVERSITY RESOURCES

18.1 The Committee on University Resources shall have oversight of all programs designed to enlist financial support for and to cultivate interest of the University's constituencies in its welfare. The Committee shall serve as the Executive Committee for the University Resources Council or such other volunteer group organized for the purpose of seeking financial support for the University.

18.2 Except as otherwise provided in these Bylaws, the Board shall elect in each academic year, not later than the Commencement meeting, persons to fill vacancies in the Committee. The Chair and, if desired, a Vice Chair shall be members of the Board. Members of the Board of Trustees together with members of the University Resources Council or such other organized group, shall be eligible for election to the Committee, and all of those so elected shall be voting members. The Chair of the Alumni Council shall be an ex officio member of the Committee, as shall be the Chair of the National Annual Giving Committee.

CHAPTER 19

THE COMMITTEE ON STUDENT LIFE, HEALTH AND ATHLETICS

19.1 The Committee on Student Life, Health and Athletics shall have supervision of the extracurricular activities and of all nonacademic matters that affect the life of the students.

19.2 It shall have supervision over the work of the University Health Services and of the Department of Athletics, Physical Education, and Recreation, over all matters pertaining to the health and safety of the students and other University personnel, and over all intercollegiate and other athletic activities of the University.

CHAPTER 20

THE COMMITTEE ON HONORARY DEGREES

20.1 The Committee on Honorary Degrees shall consist of a Chair and members elected by the Board in accordance with Section 13.1 of these Bylaws, together with the President and the other seven members of the Committee on Governance of the Council of the Princeton University Community, who shall be voting members.

20.2 It shall recommend to the Board candidates for honorary degrees. Such recommendations may be made by the Committee at any meeting of the Board, but candidates for honorary degrees to be conferred at the annual Commencement shall, if possible, be recommended to the Board by the Committee not later than the preceding January meeting.

20.3 Voting upon candidates for honorary degrees shall be by ballot. Except as provided in Section 20.4 of these Bylaws, the affirmative vote of four-fifths of the members of the Board present shall be required to grant an honorary degree.

20.4 In very exceptional circumstances, the Executive Committee may, by the unanimous vote of the members present at a stated or special meeting, grant an honorary degree to a candidate not previously acted upon unfavorably by the Board.

20.5 No honorary degree shall be conferred save upon the recipient present in person. Candidates for honorary degrees shall be presented by a University Orator, appointed by the Board, who shall make a public statement of the reasons for which the degree is given.

CHAPTER 21

PRINCETON UNIVERSITY INVESTMENT COMPANY

21.1 Except as otherwise provided in these Bylaws, the Board shall elect in each academic year, not later than the Commencement meeting, persons to fill vacancies among the Directors of the Princeton University Investment Company. The Directors of the Princeton University Investment Company shall exercise their powers subject to the general control of the Board and the Committee on Finance.

21.2 The Directors of the Princeton University Investment Company shall consist of the following: the Chair, who shall be elected by the Board and shall be the spokesman of the Directors, and Directors elected by the Board in accordance with such Organizational Statement of the Princeton University Investment Company as the Board may adopt from time to time, together with the President of the University, the Treasurer, the Chair of the Committee on Finance, and the President of the Princeton University Investment Company. The Executive Committee shall nominate a candidate to fill each recurring vacancy in the office of Director of the Princeton University Investment Company, or any vacancy in that office which otherwise may occur, and shall report its nomination to the Board.

21.3 The Directors of the Princeton University Investment Company, under the oversight of the Committee on Finance, shall have charge of the stocks, securities and other investments of the Corporation, including off-campus real estate, shall have power to make and to change investments, to sell, assign and transfer any part of the stocks and securities held by the Corporation and any rights or privileges appurtenant thereto and to designate a person or persons to execute and deliver in the name and on behalf of the Corporation instruments for the assignment and transfer of stocks, securities and other investments registered or otherwise held in its name, and shall have power to enter into agreements on behalf of the Corporation for the purchase and sale of off-campus real property acquired or held for investment, including building and improvements thereon, or to establish policies and guidelines for such agreements, purchases or sales and to authorize the execution and delivery in the name and on behalf of the Corporation of agreements, deeds or other instruments pertaining thereto, either with or without covenants as they may determine. Such delegation shall be subject to such policies and procedures as may be established from time to time by the Board or the Committee on Finance.

21.4 In their exercise of the powers herein provided, the Directors may delegate to one or more manager entities selected by the Directors and reported to the Committee on Finance or the Board, the power to act in place of the Directors to make and change investments of the Corporation. The Directors also shall have power, on behalf of the Corporation, to form or cause to be formed corporations, partnerships, limited partnerships and such other investment vehicles as they may deem appropriate, in which the Corporation owns shares or has an interest. They also shall have the powers set forth in the last sentence of Section 15.2 of these Bylaws, to the extent such powers are delegated to the Directors by the Committee on Finance.

21.5 If any Director shall be absent from four consecutive meetings of the Directors without excuse or shall be, in the judgment of the Board, permanently incapacitated to perform the duties of Director, the seat of such Director may be declared vacant by the Board.

21.6 The Board, by two-thirds vote of all its members, shall have the power to remove any Director after giving such Director an opportunity to be heard, if in the judgment of the Board, the welfare of the University requires such removal.

21.7 Minutes of meetings of the Directors of the Princeton University Investment Company and any standing committees thereof normally shall be presented to the Committee on Finance for information. The Directors shall report regularly to the Committee on Finance and to the Board, in writing, concerning the investment program, including all significant actions taken since the last report, and they also shall report orally as required. When requested by the President of the University or the Committee on Finance, the Directors shall present to the Board or to the Committee on Finance a comprehensive report on some aspect of the matters under their charge.

CHAPTER 22

INDEMNIFICATION

22.1 Any person and such person's heirs or other legal representatives shall be indemnified and held harmless by the Corporation of The Trustees of Princeton University from all costs, expenses and liabilities imposed or reasonably incurred in connection with or resulting from any claim, action or other proceedings, or in any other way arising out of such person being or having been a Trustee, Officer or Academic Officer of the Corporation or a Director or Officer of the Princeton University Investment Company, or by reason of such person serving or having served, at the written request of the Corporation, any other corporation or enterprise in which the Corporation has an interest. This provision is intended to apply to the full extent, but only to the extent, permitted by applicable law, as changed from time to time. This provision is in addition to and shall not affect any other rights to which the individuals involved or the Corporation may be entitled, except that no individual shall be entitled to be reimbursed or otherwise to recover twice for a single cost, expense or liability. "Costs, expenses and liabilities" covered hereunder include, but are not limited to, attorneys' fees, court costs, judgments, penalties, interests and amounts reasonably incurred in settlement of claims; indemnification hereunder may include payments incurred in defending any claim, action or proceedings, in advance of final determination of a person's right to indemnification, upon the undertaking, in a form acceptable to and acknowledged by the Corporation, by the person indemnified to engage legal counsel acceptable to the Corporation and to repay such payments if it ultimately shall be determined that such person is not entitled to indemnification hereunder.

22.2 The Corporation, in its sole discretion, may, but need not, extend the same indemnification provided hereunder to persons acting on behalf of the Corporation as employees, agents or on a volunteer basis and not as a Trustee, Officer or Academic Officer of the Corporation or a Director or Officer of the Princeton University Investment Company.

22.3 Upon the recommendation of the Executive Committee of the Board of Trustees, the President or the Secretary, the disinterested members of the Board shall consider whether a person otherwise indemnified and held harmless by paragraph 22.1 or 22.2 shall have such indemnification withdrawn. The disinterested members of the Board of Trustees shall withdraw indemnification with respect to any matter in which it is determined by them that: such person did not act in good faith or in a manner reasonably believed to be in, or not opposed to, the best interests of the Corporation; and with respect to any criminal proceedings, such person had reasonable cause to believe such person's conduct was unlawful. (In the event there is not a quorum of disinterested members of the Board, the determination shall be made by written opinion of legal counsel engaged for that purpose.) No Trustee, Officer or Academic Officer of the Corporation, Director or Officer of the Princeton University Investment Company, employee, agent or volunteer shall be indemnified or held harmless hereunder with respect to any amounts which such person shall be required (either through judgment by compromise or settlement) to pay to or on behalf of the Corporation.

22.4 This provision shall apply retroactively to potential liabilities incurred prior to the date of its adoption and shall apply to former Trustees, Officers and Academic Officers of the Corporation, former Directors or Officers of the Princeton University Investment Company, and former employees, agents and volunteers extended indemnity pursuant to the previous paragraph.

CHAPTER 23

MISCELLANEOUS

23.1 Action inconsistent with these Bylaws may be taken by a two-thirds vote of the Trustees present at any meeting of the Board, provided that those voting in the affirmative number at least a majority of the entire Board and that notice of the proposed action was included in the notice of the meeting or was waived in writing by each Trustee to whom such notice of the proposed action was not sent.

23.2 The meetings of the Board shall be conducted in accordance with the parliamentary procedure prescribed in Robert's Rules of Order.

23.3 All elections provided for in these Bylaws shall be decided by a plurality of the votes cast. All other matters shall be determined by the vote of a majority of those present at the meeting, or by such larger vote as these Bylaws require.

23.4 All proceedings of the Board and its committees shall be confidential and shall not be divulged except as authorized by the Board or the committee in question.

CHAPTER 24

AMENDMENTS

24.1 These Bylaws may be amended at any meeting of the Board by a majority vote of the entire Board, provided that notice of the proposed amendment was included in the notice of the meeting or such notice was waived by each Trustee not notified.

APPENDIX A

RESOLUTIONS

RESOLVED, that the following shall be officers of the Corporation as prescribed in Chapter 4 of the Bylaws: the President, the Provost, the Vice President for Finance and Administration; the Vice President and Secretary; the Vice President for Development; the Vice President for Public Affairs; the Vice President for Facilities; the Vice President for Computing and Information Technology; the Vice President for Human Resources; the Treasurer; the General Counsel; the President of the Princeton University Investment Company; and such Associate and Assistant Treasurers, Controller, Associate and Assistant Secretaries as may be appointed by resolution. These officers shall have the duties and responsibilities described in Chapter 4 of the Bylaws and in the following resolutions.

RESOLVED, that the Provost shall have the duties and responsibilities stated in Chapter 7 of the Bylaws and shall have administrative oversight of the Office of the Vice President for Computing and Information Technology, the Librarian and the Registrar.

RESOLVED, that the Vice President for Finance and Administration shall have the duties and responsibilities stated in Chapter 8 of the Bylaws and shall have administrative oversight of the Office of the Treasurer, the Office of the Vice President for Facilities, and the Office of the Vice President for Human Resources.

RESOLVED, that the Vice President and Secretary shall have the duties and responsibilities stated in Chapter 10 of the Bylaws, shall, with the assistance of the Archivist, have custody of the Charter of the University and of the minute books and papers relating to the records of the University, and shall have administrative oversight of the Office of the General Counsel, the Department of Athletics and the University Health Services. That officer shall be assisted in carrying out the responsibilities of the Office of the Secretary by such Associate and Assistant Secretaries as the Board may appoint by resolution.

RESOLVED, that the Vice President for Development shall have administrative responsibility for the programs designed to enlist financial support for the University.

RESOLVED, that the Vice President for Public Affairs shall have administrative oversight of the presentation of the objectives and activities of the University to all its various publics and, as required, shall serve as a spokesman for the University. The Vice President for Public Affairs shall have administrative responsibility for the Office of Communications/Publications, for the offices of federal, state and community affairs, and the Office of the Alumni Council.

RESOLVED, that the Vice President for Facilities shall be responsible for physical planning and shall have administrative oversight, under the Vice President for Finance and Administration, of the operation and maintenance of the physical plant of the University, and the provision of housing and food services to the University's students, Faculty, and staff.

RESOLVED, that the Vice President for Computing and Information Technology shall be responsible, under the Provost, for the planning and oversight of all University activities and services in computing and related technologies.

RESOLVED, that the Vice President for Human Resources shall, under the Vice President for Finance and Administration, have administrative oversight of the Office of Human Resources and of all such matters as pertain to the effectiveness and well-being of nonacademic employees. The Vice President for Human Resources shall be responsible for making authorized administrative and staff appointments not made by the Board of Trustees.

RESOLVED, that the Treasurer shall, under the Vice President for Finance and Administration, exercise the responsibilities set forth in Chapter 9 of the Bylaws. The Treasurer shall be assisted in carrying out these responsibilities by such Associate and Assistant Treasurers, and Controller, as the Board may appoint by resolution.

RESOLVED, that the General Counsel, under the Vice President and Secretary, shall serve as the legal adviser to the University. The General Counsel shall, as the President or the Vice President and Secretary may direct, provide counsel to officers and departments of the University requiring legal assistance regarding matters under their charge. The General Counsel shall serve as attorney for the University in matters requiring legal representation, and shall provide liaison between the University and its other legal counselors.

RESOLVED, that subject to the control of the Directors of the Princeton University Investment Company and the President of the University, the President of the Princeton University Investment Company shall have the general charge and supervision of the business of the Company. The President of the Princeton University Investment Company shall have power to sign, in the name and on behalf of the Corporation, all duly authorized contracts, deeds and other instruments relating to the investments of the Corporation.

FURTHER RESOLVED that the academic officers, named in Chapter 11 of the Bylaws, in accordance with Section 11.4, shall have the following duties.

RESOLVED that the Dean of the Faculty shall have administrative oversight of the departments and programs of instruction and of all such matters as pertain to the effectiveness and well-being of the Faculty, and of the Professional Library, Research, and Technical Staffs. The Dean of the Faculty may be authorized by and in the name of the President to make appointments to the Faculty, Professional Library, Research, and Technical Staffs, as provided for in Section 12.3 of the Bylaws.

RESOLVED, that the Dean of the Graduate School shall have administrative oversight of graduate studies, of the curriculum of the Graduate School, of graduate student affairs, and of the Graduate College.

RESOLVED, that the Dean of the College shall have administrative oversight of undergraduate studies, of admission to the undergraduate college, of the curriculum of the college, and of the services and agencies designed to promote the academic development of undergraduates. The Dean of the College shall also be charged with the application and enforcement of the rules and standards relating to undergraduate scholarship, standing, and attendance in the University.

RESOLVED, that the Dean of Student Life shall have administrative oversight of the social and extracurricular activities of undergraduates. In association with the Dean of the College, the Dean of Student Life will have special concern for the encouragement of sound and fruitful relationships between the intellectual and social life of the undergraduate and for those aspects of college life outside the classroom which can contribute to the undergraduate's growth and development as a mature, responsible human being. The Dean of Student Life shall also be responsible for matters relating to the conduct and discipline of undergraduates.

RESOLVED, that the Chair of the University Research Board, whose rank shall be equivalent to that of Dean, shall have administrative oversight of organized research activities throughout the University, be responsible for dealing with questions of policy in the acceptance and administration of research grants and contracts, and have general supervision over the application of duly established policy in this area.

RESOLVED, that the Dean of the School of Engineering and Applied Science shall have administrative oversight of the School of Engineering and Applied Science.

RESOLVED, that the Dean of the Woodrow Wilson School of Public and International Affairs shall have administrative oversight of the Woodrow Wilson School of Public and International Affairs.

RESOLVED, that the Dean of the School of Architecture shall have administrative oversight of the School of Architecture.

RESOLVED, that the Dean of Religious Life and Dean of the Chapel shall have charge of the services and the preaching in the University Chapel and shall have general supervision of religious activities of the University.

RESOLVED, that the Librarian, under the Provost, shall be responsible for the administration of the Library, and for the development, care, and safekeeping of the University's collections of books, manuscripts, and related objects.

RESOLVED, that the Registrar, under the Provost, shall be responsible for the registration of students, and for maintaining the academic records of all students who have been enrolled in the University. The Registrar shall be responsible for the preparation and distribution of diplomas. The Registrar shall be responsible for developing and maintaining information concerning the academic activities of students as needed for the formulation of University policy.

RESOLVED, that the Dean of Admission, under the Dean of the College, shall be responsible for the administration of the policies and rules in regard to the selection and admission of undergraduate students into the University and shall serve as the Director of the Office of Admission. APPENDIX B

4/14/92

In October 1969 the Board passed a resolution to clarify its duties and responsibilities, especially as they relate to delegations of authority to administrative officers, faculty or students. It seems advisable at this time to re-affirm this description of the Board's delegations of authority, which has been slightly amended to reflect changes in the University since 1969.

Resolution on Delegation of Authority

In order to clarify the actual practice and procedures followed in the governance of the University, the Board of Trustees declares its intent, in matters of policy as well as of operations, to continue to delegate broad authority to the President and, through the President, to the officers of the administration, the Faculty, and the students as more specifically set forth below. While the Trustees may and do delegate authority in wide areas, they cannot either delegate it irrevocably or consign to any other parties their final responsibilities under the law and the terms of the Princeton Charter.

Policy initiative in almost all areas usually rests with the President and various members of the resident University community. Beyond this there have evolved, generally speaking, three modes by which Trustees share or delegate powers and responsibilities in University operations and decision-making, normally acting through Board committees.

Oversight and general review: In areas relating most directly to the academic mission of the University, the Trustees have made the broadest delegations of authority to the President, other administrative officers, and to the Faculty. In these areas, the Trustees exercise their responsibilities primarily through appropriate review of the integrity and effectiveness of the procedures of the University. In electing members of the Faculty, the Trustees are guided almost entirely by the recommendations of the President and Advisory Committee on Appointments and Advancements. In matters of curriculum, the creation and abolition of courses, the establishment of requirements for degrees, the prescription of academic procedures, and in most matters within the purview of the University Research Board, the Trustees have delegated their authority to the President and Faculty, to be exercised through the appropriate bodies and officers of the University. Procedures for recruiting undergraduate students, including criteria for admission, are the responsibility of the President, the Dean of the College, and the Dean of Admission, acting pursuant to policies determined with the advice of Faculty committees on admission, subject to the general review of the Trustees. Similar oversight is also exercised by the Trustees over recruiting and admission of graduate students, which is the primary responsibility of the Graduate School, acting with the advice of academic departments. Oversight of student life and discipline, including the formulation of rules of conduct and dormitory regulations, has been delegated to the President and Faculty to be exercised through various Faculty and student groups in accordance with duly constituted procedures.

The functioning of the Library is supervised by the Librarian under the direction of the central administration, with the advice of Faculty and student committees, the Trustees' concern being directed to the overall quality of the Library and the effective-ness of its operations. Likewise, in the areas of health and athletics the Trustees exercise general oversight. Requirements for physical space and services are formulated by the administra-tion with the advice of departments and subject to general review by the Trustees. The administration has responsibility for on-going plant operations about which it reports regularly to the Board.

Prior review and approval: It is assumed that major changes in policy and any substantial new claims on funds will be brought to the Trustees for review and approval before final decisions or commitments are made. The preparation of the annual budget proceeds through a complex process under the direction and supervision of the President and other members of the administra-tion. Trustees review the development of the budget at various stages in the process, leading to their final approval. The Trustees exercise a prior review and approval in such matters as the allocation of a significant proportion of the University's resources, the setting of priorities for development, changes in instructional method of broad bearing for the institution, the determination of tuition and fees, steps to be taken to improve the social and living conditions of students, plans calling for new construction, the establishment or abolition of departments or schools, changes in admissions policies affecting sizeable categories of potential students, and changes in relations with outside educational and social institutions and governmental agencies.

Authority directly exercised: In matters concerning financial health and physical properties the Trustees participate directly in the formulation of policy and the conduct of the business of the University. The Princeton University Investment Company oversees the investment of University funds and supervises the management of the real estate of the Corporation, not related to campus needs, under the general control of the Board and the Committee on Finance. Through the Committee on University Resources, the Trustees establish fund-raising policies, approve major development programs, help to identify important sources of potential financial support, and raise funds. Through the Committee on Grounds and Buildings, and with the advice of the President, and other resident members of the University with relevant interests and competence, the Trustees actively supervise long-range physical planning, the determination of architectural styling and landscaping, and the general condition of the University's physical plant.

In addition to what has been indicated above, it is understood more generally that the Board may contribute advice and criticism to the shaping of academic programs and the conduct of the affairs of the University. If the Board is to assess general policies wisely, it must be fully and currently informed and be alert and sensitive to particular conditions and requirements. Members of the Board often have experience and competence that can be helpful to the University in its dealing with specific problems, and their advice is most valuable in the early consideration of new policies.

In the normal course, it is the stated intent of the Trustees to continue the general arrangements described above. Modifications of these arrangements may from time to time be adopted in order to improve the University's pursuit of its essential missions and to give the Trustees the benefit of wider points of view in the exercise of the power and authority vested in the Board by the law and the Charter of the University.

Last updated: 6/19/96