Charter, Statutes & By-Laws

The Charter

Acts of 1869, Chapter 322

COMMONWEALTH OF MASSACHUSETTS, In the year of our Lord one thousand eight hundred and sixty-nine.

AN ACT to Incorporate the Trustees of Boston University.

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same as follows:

Section 1. Isaac Rich, Lee Claflin, Jacob Sleeper, their associates and successors, are hereby constituted a body corporate by the name of the Trustees of Boston University, and they and their successors, and such as shall be duly elected members of said corporation, shall be and remain a body corporate by that name forever. And for the orderly conducting of the business of said corporation, the said trustees shall have power and authority, from time to time, as occasion may require, to elect a president, vice-president, secretary and treasurer, and such other officers of said corporation as may be found necessary, and to declare the duties and tenures of their respective offices; and also to remove any trustee from the said corporation, when in their judgment he shall be rendered incapable, by age or otherwise, of discharging the duties of his office, or shall neglect or refuse to perform the same, and also to elect new members of said corporation. The number of members shall never be less than ten, nor greater than thirty, and their qualifications and term of service shall be fixed at the first meeting of the corporation.1

Section 2. The said corporation shall have full power and authority to determine at what times and places their meetings shall be held, and the manner of notifying the trustees to convene at such meetings; and also to establish boards of instruction in all departments of science and the arts, to elect a president of said university, and such professors, tutors, instructors, and other university officers as they shall judge for the interest thereof, and to determine the duties, salaries, emoluments, responsibilities and tenures of their respective offices. And the said corporation is further empowered to purchase or erect, and keep in repair, such houses and other buildings as they shall judge necessary for the said university; and also to make and ordain, as occasion may require, reasonable rules, orders and by-laws, not repugnant to the constitution and laws of this Commonwealth, with reasonable penalties for the good government of the said university, and for the regulation of their own body; and also to determine and regulate the courses of instruction in said university, and to confer degrees; but no degree shall be conferred except upon the recommendation of the appropriate faculty. In addition to the powers granted to the corporation by Massachusetts General Laws Chapter 180, the corporation shall have and may exercise the power specified in Section 9A of Massachusetts General Laws Chapter 156B, or any successor provision of similar import, and any other powers which the corporation may now or hereafter lawfully have and exercise.2

Section 3. The said corporation may have a common seal, which they may alter or renew at their pleasure, and all deeds sealed with the seal of said corporation, and signed by their order, shall, when made in their corporate name, be considered in law as the deeds of said corporation; and said corporation may sue and be sued in all actions, real, personal and mixed, and may prosecute the same to final judgment and execution by the name of the Trustees of Boston University; and said corporation may take and hold in fee simple, or any less estate, by gift, grant, devise, bequest or otherwise, any land, tenements, or other estate, real or personal; but the clear annual income of the same shall not exceed one hundred thousand dollars.3

Section 4. The clear rents and profits of all the estate, real and personal, of which said corporation shall be seized and possessed, shall be appropriated to the maintenance and endowment of said university, in such manner as shall most effectually promote virtue and piety, and learning in such of the languages and of the liberal and useful arts and sciences, as shall be recommended from time to time by the said corporation, they conforming to the will of any donor or donors in the application of any estate which may be given, devised or bequeathed for any particular object connected with the university.

Section 5. No instructor in said university shall ever be required by the trustees to profess any particular religious opinions as a test of office, and no student shall be refused admission to, or denied any of the privileges, honors or degrees of said university on account of the religious opinions which he may entertain; but this section shall not apply to the Theological Department of said university.

Section 6. The legislature of this Commonwealth may grant any further powers to, or alter, limit, annul or restrain any of the powers vested by this act in said corporation, as shall be found necessary to promote the best interests of said university, and more especially may appoint and establish overseers or visitors of the said university, with all necessary powers for the better aid, preservation and government of the same. To the fullest extent permitted by law, no trustee or officer shall be personally liable to the corporation or its members for monetary damages for or arising out of a breach of fiduciary duty as a trustee or officer.4

Section 7. This act shall take effect upon its passage.

May 26, 1869.
Approved,
William Claflin, Governor.

1The last sentence of Section 1 was amended by Chapter 484 of the Acts of 1907, so as to read as follows: “The number of members shall never be less than ten, nor greater than fifty, and their qualifications and term of service may be fixed by the corporation.” The last sentence of Section 1 was further amended by Articles of Amendment approved by the Board of Trustees of Boston University, effective October 16, 1987, so as to read as follows: “The number of members and their qualifications and term of service may be fixed by the corporation.”

2The last sentence of Section 2 was added by Articles of Amendment approved by the Board of Trustees of Boston University, effective July 29, 1994.

3Amended by Chapter 76 of the Acts of 1890, by striking out the words “but the clear annual income of the same shall not exceed one hundred thousand dollars” and inserting in place thereof the following: “provided, however, that nothing herein contained shall be construed to give the said corporation any claim to greater exemption from taxation than it now has under the constitution and laws of this Commonwealth.”

4The last sentence of Section 6 was added by Articles of Amendment approved by the Board of Trustees of Boston University, effective July 29, 1994.

The Statutes

Acts of 1871, Chapter 151

AN ACT to Authorize the Boston Theological Seminary and the Trustees of Boston University to Unite.

Be it enacted by the Senate and House of Representatives in General Court assembled and by the Authority of the same, as follows:

Section 1. The Boston Theological Seminary is hereby authorized and empowered to transfer to the Trustees of Boston University, upon such terms and conditions as shall be fixed and agreed upon by said corporations, the school hitherto maintained by said Boston Theological Seminary, and all the powers, rights, privileges, franchises, property, claims, trusts, and estates, appertaining in law or in equity to said Boston Theological Seminary.

Section 2. When such transfer shall have been agreed upon by the two corporations aforesaid, in meetings duly called to act upon that subject, and a certificate thereof signed by the presidents of such corporations shall have been filed in the office of the secretary of the Commonwealth, the Trustees of Boston University shall thereupon take and enjoy all the powers, rights, privileges, franchises, property, claims, trusts, and estates appertaining in law or in equity to said Boston Theological Seminary, subject to all duties, restrictions and liabilities belonging thereto and said Boston Theological Seminary shall thereafter remain a corporation only for the purpose of executing all such transfers, assignments, and conveyances as may be deemed necessary to vest all such rights, property, claims and estates in the Trustees of Boston University, and for the purpose also of receiving any gifts, devises and bequests that may have been made to it by will or otherwise, and transferring the same as aforesaid.

Section 3. This act shall take effect upon its passage.

Approved March 30, 1871.

ACTS OF 1890, CHAPTER 76

AN ACT to Enlarge the Power of the Trustees of Boston University to Hold Property Without Additional Exemption from Taxation.

Be it enacted by the Senate and House of Representatives in General Court assembled and by the Authority of the same, as follows:

Section three of Chapter three hundred and twenty-two of the Acts of the year one thousand eight hundred and sixty-nine is hereby amended by striking out the last two lines thereof, “but the clear annual income of the same shall not exceed one hundred thousand dollars,” and inserting in the place thereof the following: “provided, however, that nothing herein contained shall be construed to give the said corporation any claim to greater exemption from taxation than it now has under the constitution and laws of this Commonwealth,”—so that said section shall read as follows:

Section 3. The said corporation may have a common seal, which they may alter or renew at their pleasure, and all deeds sealed with the seal of said corporation, and signed by their order, shall, when made in their corporate name, be considered in law as the deeds of said corporation, and said corporation may sue and be sued in all actions, real, personal and mixed, and may prosecute the same to final judgment and execution by the name of the Trustees of Boston University; and said corporation may take and hold in fee simple, or any less estate, by gift, grant, devise, bequest or otherwise, any land, tenements, or other estate, real or personal:—provided, however, that nothing herein contained shall be construed to give the said corporation any claim to greater exemption from taxation than it now has under the constitution and laws of this Commonwealth.

Approved March 6, 1890.

Acts of 1907, Chapter 484

AN ACT relative to the Trustees of Boston University.

Be it enacted by the Senate and House of Representatives in General Court assembled and by the Authority of the same as follows:

Section 1. Section one of Chapter three hundred and twenty-two of the Acts of the year eighteen hundred and sixty-nine is hereby amended by striking out the last sentence, namely, “The number of members shall never be less than ten, nor greater than thirty, and their qualifications and term of service shall be fixed at the first meeting of the corporation,” and by inserting in place thereof the following: “The number of members shall never be less than ten, nor greater than fifty, and their qualifications and term of service may be fixed by the corporation”—so as to read as follows: “Section 1. Isaac Rich, Lee Claflin, Jacob Sleeper, their associates and successors, are hereby constituted a body corporate by the name of the Trustees of Boston University and they and their successors, and such as shall be duly elected members of said corporation, shall be and remain a body corporate by that name forever. And for the orderly conducting of the business of said corporation, the said trustees shall have power and authority, from time to time, as occasion may require, to elect a president, vice-president, secretary, and treasurer, and such other officers of said corporation as may be found necessary, and to declare the duties and tenures of their respective offices, and also to remove any trustee from the said corporation, when in their judgment he shall be rendered incapable, by age or otherwise, of discharging the duties of his office, or shall neglect or refuse to perform the same, and also to elect new members of said corporation. The number of members shall never be less than ten, nor greater than fifty, and their qualifications and term of service may be fixed by the corporation.”

Section 2. This act shall take effect upon its passage.

Approved June 7, 1907.

Acts of 1935, Chapter 166

AN ACT authorizing the Trustees of Boston University to make Contracts to pay Annuities and Validating Certain Contracts already made by Said Corporation.

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:

Section 1. The Trustees of Boston University, a corporation established by law in this commonwealth, may, in consideration of the receipt of funds to be devoted to the purposes for which it is incorporated, bind itself to pay fixed yearly sums in one or more payments each year to such person or persons as may be agreed upon, for a term of years or for the life of such person or persons.

Section 2. Any such contracts made by said corporation prior to the effective date of this act, insofar as they are illegal for want of authority to make the same, are hereby validated.

Approved April 15, 1935.

The By-Laws

(As amended through December 1, 2011)

Article I

The Corporation Trustees

Section 1. Membership. The Members of the Corporation shall be the Trustees. The number of Trustees shall never be less than twenty-five and may be as many as shall be elected by the Board of Trustees. The President of the University, the Chairman of the Board of Overseers, and the Chair of the Faculty Council shall each serve as a Trustee during his or her term of office, subject to the approval of the Board of Trustees.

Section 2. Qualification. Trustees shall be elected by written ballot of the Board of Trustees at any regular meeting, or at any special meeting the call for which includes notice of the election. Election shall be the only qualification for membership, provided that no full-time employee of the University, receiving compensation from the University, with the exception of the President or the Chair of the Faculty Council, may be a Trustee.

Section 3. Term of Office. The term of office of any Trustee, except that of the President of the University, the Chairman of the Board of Overseers, and the Chair of the Faculty Council, shall be one to three years, as the Board of Trustees shall determine. Any Trustee may be re-elected for an immediately succeeding term, subject to a limit of fourteen consecutive years of service; provided, however, that any Trustee then serving as the Chairman of the Board shall continue to serve as a Trustee for so long as he or she serves as Chairman pursuant to the provisions of Section 1 of Article II of these By-Laws. Any Trustee who has served for the number of consecutive years specified in the preceding sentence may be re-elected following a one-year absence from the Board. In exceptional circumstances that create a need for special service, an individual may be elected as a non-voting Trustee, with such special duties and responsibilities as the Trustees may assign, during such one-year absence. Any Trustee, including any ex officio Trustee, may be removed from office with or without cause by the Board of Trustees at any regular meeting, or at any special meeting the call for which includes notice thereof.

Section 4. Board of Overseers. There shall be an advisory body known as the Board of Overseers, consisting of no more than fifty members elected by the Board of Trustees and having such rights, powers and duties as may be assigned from time to time by the Board of Trustees. At any regular meeting, or at any special meeting the call for which includes a notice of election, the Board of Trustees may elect one or more members of the Board of Overseers. The term of office of a member of the Board of Overseers shall be one to three years, as the Board of Trustees shall determine. Any member of the Board of Overseers may be re-elected for an immediately succeeding term, subject to a limit of ten consecutive years of service. Any member of the Board of Overseers who has served for ten consecutive years may be re-elected following a one-year absence from the Board. Any member of the Board of Overseers may be removed from office with or without cause by the Board of Trustees at any regular meeting, or at any special meeting the call for which includes notice thereof. The Board of Trustees shall elect annually a Chairman and Vice Chairman of the Board of Overseers. Any vacancy in either of said offices may be filled by the Board or the Executive Committee (subject to ratification by the Board at its next meeting) for the remainder of the term.

Section 5. Trustees Emeriti. At any regular meeting, or at any special meeting the call for which includes a notice of election, the Board of Trustees may elect one or more Trustees Emeriti who, in the judgment of the Board of Trustees, have provided distinguished and meritorious service, outstanding leadership, and exceptional contributions to Boston University over a period of years. Trustees Emeriti shall have such rights, powers and duties as may be assigned from time to time by the Board of Trustees. The term of office of a Trustee Emeritus shall end with the Annual Meeting which coincides with or next follows the third anniversary of his or her election. Any Trustee Emeritus may be re-elected for an immediately succeeding term.

Article II

Officers

Section 1. Officers. The Board of Trustees shall elect annually a Chairman, one or more Vice Chairmen, a Treasurer, and a Secretary of the Corporation. Each such officer, with the exception of the Treasurer and the Secretary, shall be subject to a limit of six (or, should the Board of Trustees in its discretion determine that circumstances so warrant, up to a maximum of eight) consecutive years of service in that position. An officer who has served for the number of consecutive years specified in the preceding sentence may be re-elected following a one-year absence from the position in question. Vacancies in said offices may be filled by the Board of Trustees or the Executive Committee (subject to ratification by the Board at its next meeting) for the remainder of the term. Election shall be by written ballot if any Trustee so requests. The President of the University shall serve as President of the Corporation during his or her term of office. There shall also be such Assistant Secretaries and Assistant Treasurers of the Corporation as the Corporation may elect, pursuant to the provisions of Sections 4 and 6 of this Article II of these By-Laws.

Section 2. Chairman. The Chairman, or in his or her absence a Vice Chairman, shall preside at all meetings of the Corporation. In case all are absent, a Chairman pro tempore shall be chosen by the Trustees present. The Chairman shall be ex officio a member of all committees of the Corporation.

Section 3. Secretary. The Secretary, who need not be a Trustee, shall be custodian of all records and papers, and of the common seal of the Corporation. He or she shall keep minutes of all the business transacted at each meeting of the Corporation, which minutes, after approval, shall be maintained as a permanent record, and shall do all other things properly pertaining to the office of Secretary.

Section 4. Assistant Secretaries. The Corporation may elect or re-elect for a term of one year, one or more Assistant Secretaries, who need not be Trustees, to whom the Secretary may delegate some or all of the powers and duties of the office.

Section 5. Treasurer. The Treasurer, who need not be a Trustee, may, except as limited by the Corporation, and as directed by the President, exercise all of the business powers of the Corporation, shall receive and disburse the funds of the Corporation, and shall invest them as authorized and directed by the Corporation, through its chief investment officer or otherwise. At each regular meeting of the Corporation, the Treasurer shall make, or cause to be made, a report on the financial condition of the Corporation. At the Annual Meeting of the Board of Trustees he or she shall present an audit of the accounts of the Corporation prepared by an independent certified public accountant. The Treasurer shall execute and deliver to the Corporation such bond as may be required.

Section 6. Assistant Treasurers. The Corporation may elect or re-elect for a term of one year, one or more Assistant Treasurers, who need not be Trustees, to whom the Treasurer may delegate some or all of the powers and duties of the office. They shall execute and deliver to the Corporation such bonds as may be required.

Section 7. Execution of Documents. The Chairman, the President, the Treasurer and any Assistant Treasurer so authorized shall have power to sign all documents on behalf of the Corporation.

Article III

Committees

Section 1. Executive Committee.
(A) The Executive Committee shall be composed of the President, the Chairman and Vice Chairmen of the Board of Trustees, the chairmen of each of the standing committees of the Board, each of the Treasurer and the Secretary when he or she is a Trustee, and no more than three Trustees elected annually by the Board who may serve on the Committee for a maximum of two consecutive years and who may be re-elected following a one-year absence from the Committee. The Chairman of the Board of Trustees shall be the Chairman of the Executive Committee, and the Secretary of the Board of Trustees shall be the Secretary of the Executive Committee. The Executive Committee may hold regular meetings without notice at such times and places as its members may from time to time determine, provided that any member who is absent when such determination is made shall be given notice of the determination. Special meetings of the Executive Committee may be held at such time and place as may be designated in a call by the President or the Chairman. A majority of the Executive Committee shall constitute a quorum. Each Trustee shall be provided summary minutes of each meeting of the Executive Committee.

(B) Except as otherwise provided by law or reserved by these By-Laws to the Board of Trustees, the Executive Committee may exercise all powers of the Corporation and delegate to other committees such of its powers and duties as it deems appropriate.

(C) The President shall prepare an agenda for each meeting of the Executive Committee.

Section 2. Other Committees. The Corporation may establish such other standing and ad hoc committees with such powers and duties as it deems appropriate for the transaction of its business. Each committee shall have such members, including non-Trustee members without vote, as the Corporation shall determine. The chairman of each committee shall be elected annually by the Board and shall be subject to a limit of six (or, should the Board of Trustees in its discretion determine that circumstances so warrant, up to a maximum of eight) consecutive years of service in that position. A committee chairman who has served for the number of consecutive years specified in the preceding sentence may be re-elected following a one-year absence from the chairmanship. Vacancies in said office may be filled by the Board of Trustees or the Executive Committee (subject to ratification by the Board at its next meeting) for the remainder of the term.

Section 3. Consent in Lieu of Meeting; Telephone Conference Meetings. In addition to any other method permitted by law, any committee of the Corporation, including the Executive Committee, may take any action by unanimous written consent in lieu of a meeting and by means of a meeting conducted using a conference telephone or similar communications equipment.

Section 4. Executive Session and Recusal. Any committee may at any time, upon the determination of the chairman or vote of the committee, meet in executive session without the presence of persons who are not members of the committee. In addition, the chairman may excuse from participation in any matter any ex officio committee member who is also a University employee or any non-voting committee member when the chairman, in his or her discretion, determines that the presence of such person may present a conflict of interest or otherwise compromise the committee’s consideration of such matter. At least four times each year, the Executive Committee shall meet in executive session without the presence of any University employee.

Article IV

University Administration

Section 1. President. The President of the University is the official head of its educational and administrative programs and shall be elected by the Board of Trustees to hold office at its pleasure. The President shall supervise and direct the management of the University, may, except as limited by the Corporation, exercise all of the business powers of the Corporation, have general oversight of all courses of study and research in the several Schools and Colleges and of the general academic work of the University, be Chairman of all Faculties and of the University Faculty, and be ex officio a member of all committees of the Corporation except the Audit Committee. The President shall prepare an annual budget for presentation to the Board of Trustees. After the adoption of the budget by the Board of Trustees, the President may approve supplemental items of income and expense in accordance with the Trustees’ budget policy, and shall from time to time inform the Corporation of such changes.

Section 2. Other Officers of Administration. Vice Presidents and Provosts shall be appointed by the Corporation upon the recommendation of the President and shall serve at his or her pleasure with such powers and duties as may be assigned to them by the President.

Section 3. Deans. A Dean shall be appointed for each School or College by the Corporation upon the recommendation of the President and shall serve at his or her pleasure.

Section 4. Faculties. Following the process specified in the Faculty Handbook, all faculty appointments shall be approved by the President and reported to the Corporation.

Faculty members shall carry out teaching, research and other duties as shall be approved by the Chairman of their department, the Dean of their School or College and the Provost.

Article V

Miscellaneous Provisions

Section 1. Power to Acquire, Mortgage or Convey Real Estate. The power of the Corporation to acquire, mortgage or convey real estate shall be exercised by the Board of Trustees or the Executive Committee upon the recommendation of the President, provided, however, that the Board of Trustees or the Executive Committee may delegate limited authority to the President, Treasurer and Assistant Treasurers, specifying the extent of the authority so delegated.

Section 2. Indemnification of Trustees, Officers and Others. To the fullest extent permitted by law, the Corporation shall indemnify and hold harmless its current and former Trustees, Officers, employees and other agents and persons who serve at its request as directors, officers, employees or other agents of another organization against all liabilities, losses, costs and reasonable expenses asserted against or incurred by them in the payment, settlement and defense of claims, actions or proceedings brought against them in such capacity or arising out of their status as such, provided, however, that if the Corporation determines in its discretion that an employee or other agent or a person who serves at the Corporation’s request as a director, officer, employee or other agent of another organization has acted willfully, recklessly, with gross negligence, or in violation of his or her duties to the Corporation or of University or public policy, indemnification shall be provided only to such extent and under such conditions as the Board of Trustees, the Executive Committee, the President, or the Treasurer may authorize as a matter of discretion.

Article VI

Meetings of the Board of Trustees

Section 1. Regular Meetings. There shall be three or more regular meetings of the Board of Trustees each year at such places and times as the President may designate. One of the meetings shall be the Annual Meeting and shall be held between September 1 and December 1.

Section 2. Special Meetings. Special meetings of the Board of Trustees may be called at any time by the President, the Chairman, or one-third of the Trustees, to be held at such places and times as stated in the calls to the meetings. No business may be transacted at a special meeting of the Board of Trustees other than that stated in the call to the meeting.

Section 3. Notices and Minutes. Notice of each meeting of the Board of Trustees shall be sent to each Trustee at least seven days before the time of the meeting, and the notice of a special meeting shall state the object for which it is called. Each Trustee shall be provided summary minutes of each meeting of the Board of Trustees.

Section 4. Quorum. A majority of the Trustees shall constitute a quorum at all meetings of the Board of Trustees.

Section 5. Order of Business. The President shall prepare an agenda for each meeting of the Board of Trustees.

Section 6. Consent in Lieu of Meeting. The Board of Trustees may take any action by unanimous written consent in lieu of a meeting.

Section 7. Executive Session and Recusal. The Board of Trustees may at any time, upon the determination of the Chairman or vote of the Board, meet in executive session without the presence of persons who are not members of the Board. In addition, the Chairman may excuse from participation in any matter any ex officio Trustee who is also a University employee when the Chairman, in his or her discretion, determines that the presence of such person may present a conflict of interest or otherwise compromise the Board’s consideration of such matter. At least once each year, the Board of Trustees shall meet in executive session without the presence of any University employee.

Section 8. Guests. Ordinarily, the President of the Boston University Alumni Association and the senior leadership of the University will be invited by the Chairman and the President to attend meetings of the Board of Trustees except when the Board meets in executive session.

Article VII

The University

Section 1. Courses of Instruction. Schools, Colleges, and degree-granting programs shall be established by the Corporation upon the recommendation of the President. The academic requirements of and courses of instruction in a School, College or degree-granting program shall be prescribed by its faculty, subject to the approval of the Dean, Provost and President. The President shall report to the Corporation on all significant programmatic and structural changes in the Schools, Colleges, and degree-granting programs.

Section 2. Promotion to Degrees. The Corporation, under the limitations imposed by the Charter, shall, on the nomination of the President, promote to degrees candidates who have been recommended by the appropriate faculty and Dean.

Section 3. Honorary Degrees. The Corporation, upon the recommendation of the President and a Committee on Honorary Degrees appointed by the President, may grant honorary degrees.

Article VIII

Associate Founders and Memorials

Section 1. Associate Founders. The Corporation may from time to time establish levels of philanthropy the attainment of which will qualify the donor for election, at the discretion of the Trustees, as an Associate Founder. The names of Associate Founders shall be published before the list of Trustees in publications of the University which carry the list of Trustees.

Section 2. Memorials. Memorials that entail the naming of University facilities or a permanent endowment must be approved by the President and the Corporation.

Article IX

Changes in the By-Laws

The By-Laws may be altered or amended at any meeting of the Board of Trustees by an affirmative vote of not less than two-thirds of the Trustees present. The full text of a proposed amendment shall be sent to the Trustees at least seven days before the date of the meeting at which action thereon is to be taken.