BYLAWS OF THE CALIFORNIA INSTITUTE OF TECHNOLOGY
INCLUDING AMENDMENTS ADOPTED BY THE BOARD OF TRUSTEES
through October 24, 2008
Section 1. Board of Trustees
The activities and affairs of the California Institute of Technology (referred to in this and the following sections as the "Corporation") shall be conducted by and all corporate powers shall be exercised by or under the direction of the Board of Trustees (sometimes referred to as the "Board"). The authorized number of members of the Board shall be the sum of forty-six Trustees (including the President of the Corporation as ex officio Trustee) and the number of Senior Trustees serving at any given time. The Corporation shall have no members and any action which would otherwise require approval by the members shall require only approval of the Board.
a. Board Powers
In addition to the general powers conferred by these Bylaws, the specific powers and duties of the Board of Trustees shall include:
(1) Determination of policy;
(2) Legal responsibility for affairs of the Corporation;
(3) Review of reports for assurance that such policy is being executed;
(4) Power to act directly on any matter in event of emergency;
(5) Election, appointment or removal of members of the Board, officers and committee members; and
(6) Election as provided below of Senior Trustee, Life Trustee, Chairman Emeritus and President Emeritus.
The affirmative vote of a majority of the members of the Board in office shall be required to remove a member of the Board from office.
b. Trustee
(1) Qualifications
The Trustees shall have the qualifications provided in the Articles of Incorporation and these Bylaws. Upon the date a Trustee reaches age 72, there shall be deemed to be created a Trustee vacancy for the remainder of the term to which the Trustee then turning 72 was elected, and such vacancy may be filled in the manner prescribed in Paragraph 1.b. (2) below.
(2) Terms of Office
Except as otherwise provided in this Section 1, Trustees shall serve for five-year terms and, other than Young Alumni Trustees, may succeed themselves in office. The terms of office for the Trustees, other than Young Alumni Trustees, shall be classified so that one-fifth of the terms expire at adjournment of each Annual Meeting of the Board. A vacancy in any Trustee position may be filled at any time for the remainder of the term by the remaining members of the Board, even if less than a quorum.
c. President as Ex Officio Trustee
While serving as duly elected President, the President of the Corporation shall serve ex officio as Trustee with all the powers, rights, privileges and responsibilities inherent in the office of Trustee.
d. Young Alumni Trustees
Up to five of the forty-six Trustee positions established in the first paragraph of this Section 1 may be reserved by the Board for Young Alumni Trustees. Such Young Alumni Trustees shall be individuals ordinarily not more than 45 years of age at the time of election who have been awarded one or more academic degrees by the Corporation and who, in the judgment of the Board, are individuals of exceptional accomplishment whose participation on the Board would be of special value to the operation of the Board. Such Trustees shall have all powers, rights, privileges and responsibilities inherent in the office of Trustee. Young Alumni Trustees shall be nominated and elected in the same manner as other Trustees, except that they shall be specifically designated as Young Alumni Trustees. Young Alumni Trustees shall serve a single non-renewable term of five years and may not be considered for election to the office of Trustee for a period of at least two years following the expiration of their Young Alumni Trustee term. Unless the context otherwise requires, the terms “Trustee,” “Trustees,” “Board of Trustees,” “Board,” and “members of the Board” as used in these Bylaws shall include Young Alumni Trustees.
e. Senior Trustee
The Board may elect a Trustee who reaches age seventy-two and who desires to continue active service on the Board to the office of Senior Trustee. The Board may also elect individuals who have not previously held the office of Trustee and are seventy-two years of age or older to the office of Senior Trustee if, in the judgment of the Board, they are individuals of exceptional accomplishment who exhibit a strong commitment to the Corporation and whose service as Senior Trustee will be especially beneficial to the Corporation. There is no limit on the number of Senior Trustees who may serve as members of the Board at any given time. Senior Trustees shall serve as members of the Board with the full rights, privileges and responsibilities of Trustees. When a Trustee first attains Senior Trustee status, such individual shall serve as a Senior Trustee for a period equal to the balance of the term for which he or she was elected as a Trustee prior to reaching age seventy-two and subsequently may be re-elected to the office of Senior Trustee by the Board, upon recommendation of the Nominating Committee, for additional five-year terms. Individuals elected directly to the office of Senior Trustee without having previously served as Trustee shall serve as Senior Trustee for the period between their initial election date and the next Annual Meeting and subsequently may be re-elected to the office of Senior Trustee by the Board, upon recommendation of the Nominating Committee, for five-year renewable terms. Unless the context otherwise requires, the terms “Trustee,” “Trustees,” “Board of Trustees,” “Board,” and “members of the Board” as used in these Bylaws shall include Senior Trustees.
f. Life Trustee
Upon termination of their trusteeship, Trustees or Senior Trustees who have served in either capacity for at least five years and whom the Board wishes to recognize for dedicated service and with whom the Board wishes the Corporation to maintain close ties may be elected Life Trustees by the Board upon recommendation of the Nominating Committee. There is no limit on the number of Life Trustees who may serve at any given time. Life Trustees shall have the same privileges as a member of the Board to attend and speak at its meetings, but shall have no other rights, including voting rights, and no duties of a Trustee, except as expressly agreed in writing. They may serve as Consulting Members or Advisory Members of Standing and Special Committees of the Board and may be given special assignments by the Chairman or the President. Unless the context otherwise requires, the terms "Trustee," "Trustees," "Chairman of the Board," "Board of Trustees," "Board," and "members of the Board" as used in these Bylaws shall not include Life Trustees.
g. Chairman Emeritus and President Emeritus
Following an individual's service to the Corporation as Chairman of the Board or President, the Board may designate such former Chairman or former President as Chairman Emeritus or President Emeritus. There is no limit on the number of Chairmen Emeriti or Presidents Emeriti who may serve at any given time.
Section 2. Officers
a. Officers
The Officers of the Corporation shall be a Chairman of the Board of Trustees, such number of Vice Chairmen of the Board as the Board may determine, a President, a Provost, a Vice President for Business and Finance, a Vice President for Development and Alumni Relations, a Vice President for Public Relations, a Vice President for Student Affairs, a Vice President and Director of the Jet Propulsion Laboratory, a General Counsel, a Controller, a Treasurer, a Chief Investment Officer, and a Secretary. There may be other Vice Presidents, Assistant Controllers, Assistant Treasurers, Assistant Secretaries, and such other officers deemed necessary for proper management of the affairs of the Corporation. All officers shall be elected by the Board. The Chairman and each Vice Chairman shall be members of the Board. The Chairman and each Vice Chairman shall be elected each year by the Board at its Annual Meeting for a term of office which shall expire on, but shall include, the date of its Annual Meeting next succeeding such election. Unless the Board otherwise determines, the other officers, except the President, need not be members of the Board; and all shall hold their offices at the pleasure of the Board.
b. Officers' Powers and Duties
Each officer shall have such powers and duties vested in that office by the provisions of these Bylaws, such additional powers and duties as the Board may confer in that office, and in the absence of any contrary provision in these Bylaws or as otherwise provided by the Board, the powers conferred by applicable California statute.
(1) The Chairman of the Board shall
(a) Preside at the Board meetings;
(b) Serve as Chairman of the Executive Committee unless a Vice Chairman of the Board has been designated by the Board to serve as Chairman of the Executive Committee;
(c) Act as the representative of the Board in dealing with the administration and faculty of the Corporation and with its publics;
(d) Foster communication with faculty, administration and students;
(e) Maintain especially close liaison with the President, being available for advice and support at all times, particularly in external affairs;
(f) Act as the representative of the Board in event of an emergency.
(2) Each Vice Chairman shall
(a) Have the power to act as Chairman of the Board or of the Executive Committee when the Chairman is absent or incapacitated.
(3) The President shall
(a) Be the chief executive officer of the Corporation and preside over and administer the affairs of the Corporation under authority of the Board;
(b) Exercise and discharge the functions and duties which ordinarily devolve upon the president of an educational institution of the rank and character of the Corporation;
(c) Serve at the pleasure of the Board;
(d) Be a Trustee ex officio as provided in Paragraph 1.c. above;
(e) Execute decisions and policies as designated by the Board;
(f) Keep the Board informed of administrative, faculty, student and other pertinent affairs;
(g) Submit recommendations to the Board on matters of policy;
(h) Establish and maintain relationships with the public;
(i) Propose persons for election as corporate officers, with the exception of Chairman, Vice Chairman, and President.
(4) The Provost shall
(a) Be responsible to the President;
(b) Serve as chief academic officer of the Corporation;
(c) Have the power to act for the President when the President is absent or incapacitated.
(d) Recommend policies and administer procedures concerning academic programs, including teaching and research;
(e) Recommend faculty appointments to the President.
The Provost may have such other powers and duties delegated by the President.
(5) The Vice President for Business and Finance shall
(a) Be responsible to the President;
(b) Be the chief business and financial officer of the Corporation;
(c) Recommend policy and administer procedures concerning business and financial affairs;
(d) Develop capital and operating budgets;
(e) Maintain the financial records of the Corporation;
(f) Provide necessary business services for the Institute;
(g) Oversee the negotiation and administration of the prime contract between the Corporation and the National Aeronautics and Space Administration for the operation of the Jet Propulsion Laboratory.
(h) Exercise and perform all of the powers and duties of the Treasurer when there is no Treasurer in office.
(i) Exercise and perform all of the powers and duties of the Chief Investment Officer when there is no Chief Investment Officer in office.
The Vice President for Business and Finance may be assigned other responsibilities and duties from time to time by the President.
(6) The Vice President for Development and Alumni Relations shall
(a) Be responsible to the President;
(b) Recommend policy and administer procedures related to fund-raising and alumni relations.
The Vice President for Development and Alumni Relations may be assigned other responsibilities and duties from time to time by the President.
(7) The Vice President for Public Relations shall
(a) Be responsible to the President;
(b) Recommend policy and administer procedures related to community, government and public relations; publicity and publications; and public events.
The Vice President for Public Relations may be assigned other responsibilities and duties from time to time by the President.
(8) The Vice President for Student Affairs shall
(a) Be responsible to the President;
(b) Recommend policy and administer procedures concerning student welfare and activities affecting students which supplement the academic program.
The Vice President for Student Affairs may be assigned other responsibilities and duties from time to time by the President.
(9) The Vice President and Director of the Jet Propulsion Laboratory shall
(a) Be responsible to the President;
(b) Serve as Director of the Jet Propulsion Laboratory;
(c) Be responsible for the overall management of the Jet Propulsion Laboratory and for proposing and carrying out its programs, projects, tasks and technical and administrative activities;
(d) Establish the objectives of the Jet Propulsion Laboratory and the plans for achieving such results in consultation with other appropriate officers of the Corporation and, as appropriate, with the National Aeronautics and Space Administration;
(e) In line with such objectives and consistent with the overall policies of the Corporation, establish and promulgate the policies and operating practices of the Jet Propulsion Laboratory.
The Vice President and Director of the Jet Propulsion Laboratory may be assigned other responsibilities and duties from time to time by the President.
(10) The General Counsel shall
(a) Be responsible to the President;
(b) Be the chief legal officer of the Corporation and as such shall have the standing, powers, rights, privileges and responsibilities of a Vice President;
(c) Provide advice on the Institute's policies and procedures, including those involving patents, licensing, technology utilization, and other intellectual property matters.
The General Counsel may be assigned other responsibilities and duties from time to time by the President.
(11) Controller shall
(a) Be responsible to the Vice President for Business and Finance;
(b) Be responsible for financial services, financial planning, accounting operations, administrative data processing, and such other duties as are directed by the Vice President for Business and Finance;
The Controller may be assigned other responsibilities and duties from time to time by the Vice President for Business and Finance.
(12) The Treasurer shall
(a) Be responsible to the Vice President for Business and Finance;
(b) Be responsible for the Corporation’s relationships with its banks.
(c) Be responsible for the Corporation’s cash management.
(d) Be responsible for managing the Corporation’s debt, including planning of new debt issues, monitoring existing debt issues, working with the Corporation’s investment banks, and recommending new debt structures to the Business and Finance Committee.
(e) Have the power to act for the Vice President for Business and Finance when the Vice President for Business and Finance is absent or incapacitated.
The Treasurer may be assigned such other responsibilities and duties from time to time by the Vice President for Business and Finance.
(13) The Secretary shall
(a) Be responsible to the Chairman and the President;
(b) Prepare agendas for and keep records of the meetings of the Board of Trustees and of all the Board's committees;
The Secretary may be assigned other responsibilities and duties from time to time by the Board, its committees, the Chairman of the Board or the President.
(14) The Chief Investment Officer shall
(a) Be responsible to the Vice President for Business and Finance;
(b) Be responsible for administrative support and coordination of Investment Committee actions, life income agreements, and beneficial interests in trusts and estates; for management of real property investments.
(c) Carry out transactions relating to securities and other investment properties of the Corporation under the direction of the Investment Committee.
The Chief Investment Officer may be assigned such other responsibilities and duties from time to time by the Investment Committee of the Board or the Vice President for Business and Finance.
Section 3. Meetings of the Board
a. Quorum and Participation by Telephone
One-fifth of the authorized number of members of the Board (as provided for in Section 1 above) shall constitute a quorum. A Trustee may participate in a Board meeting by conference telephone or similar communications equipment, and may vote and shall be counted in determining whether a quorum is present, as long as all Trustees participating in the meeting can clearly hear and communicate with each other.
b. Annual Meeting
The Annual Meeting of the Board shall be held at 1:30 p.m. on the last Friday in October in each year; however, the Board or the Executive Committee may designate another date or time for the Annual Meeting in any year. In addition to the Board's regular business, the Annual Meeting shall be held for the purpose of electing Trustees, officers and committees of the Board. If for any reason the Annual Meeting is not held on the date scheduled, the term of office for the incumbent Trustees, officers and committee members shall continue until adjournment of the succeeding Board meeting at which such elections take place.
c. Regular Meetings
Regular meetings of the Board of Trustees shall be held as determined by action of the Board.
d. Special Meetings
Special meetings of the Board may be called at any time by order of the Chairman of the Board or President and shall be called upon request of any five members of the Board.
e. Place of Meetings
All meetings of the Board shall be held at the principal office of the Corporation in Pasadena, California, or at a place approved by the Board at a prior Board meeting. Meetings may be held at a place other than that designated by the Board:
(1) if the written consents of all persons entitled to vote at that meeting are obtained and filed with the Secretary either before or after the meeting or
(2) under the circumstances contemplated in Paragraph 3.f.(4) below.
f. Meeting Notice
The Secretary or Assistant Secretary shall notify the members of the Board of the time and place of Board meetings as follows:
(1) Regular Meetings. At least seven days prior to a regular meeting of the Board, the Secretary or Assistant Secretary shall give notice in the form described below to each member of the Board at the last address provided by that member to the Secretary.
(2) Special Meetings. At least four days prior to a special meeting of the Board, the Secretary or Assistant Secretary shall give notice in the form described below to each member of the Board at the last address provided by that member to the Secretary. Notice of a special meeting of the Board shall include a statement of the purpose of the meeting.
(3) Form of Notice. Notice may be given in the form of first-class mail, express mail, courier service, personal or telephonic discussion, telegraph, facsimile or electronic mail.
(4) Change of Place of Meeting. The place of a Board meeting otherwise duly noticed may, for good reason, be changed to a location no more than ten miles from the originally scheduled location upon further notice to the members of the Board delivered to the last address provided by that member to the Secretary, no later than 24 hours prior to the scheduled time of the meeting.
(5) Cancellation of Meeting. If in the judgment of the Chairman of the Board an unforeseen development makes it appropriate to cancel a previously scheduled regular or special meeting of the Board, the Secretary or Assistant Secretary shall give notice thereof to each member of the Board at the last address provided by that member to the Secretary, or if cancellation occurs within 48 hours of the time the meeting was to have occurred, at the location where the member is temporarily staying if such location is known to the Secretary. Such notice may be given in the form of courier service, personal or telephonic discussion, telegraph, facsimile or electronic mail.
g. Adjournment
Whether or not a quorum is present, a majority of members of the Board present may adjourn any meeting to another time and place. If the meeting is adjourned for more than 48 hours, members of the Board who were not present at the time of adjournment must receive at least 48 hours notice of the adjourned meeting.
h. Board Action by Unanimous Written Consent
Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consents may be delivered personally, by mail, by courier service, by facsimile, by electronic mail or by any other method acceptable to the Board. Consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Trustees.
Section 4. Committees
a. Standing and Special Committees
There shall be two kinds of Board committees, namely, Standing Committees and Special Committees. Standing Committees shall be named and described in the Bylaws, and shall normally not have a limited term. Upon the recommendation of any Standing Committee, the Board may establish subcommittees of any such committee, the members of which shall meet the same criteria established for members of the subject Standing Committee. Special Committees may be established only by Board action, and shall normally have a specific mission and a limited term.
(1) Standing Committees include the Executive Committee, the Audit and Compliance Committee, the Business and Finance Committee, the Buildings and Grounds Committee, the Development Committee, the Institute and Alumni Relations Committee, the Investment Committee, the Jet Propulsion Laboratory Committee, the Nominating Committee, the Student Experience Committee, and the Technology Transfer Committee.
(2) Composition:
As used in this Paragraph 4.a.(2), the terms “member” or “members” shall not include Consulting Members, Advisory Members or Standing Attendees.
(a) All members of Standing and Special Committees shall be members of the Board and shall be elected by the Board.
(b) The Board shall designate one of the committee members to serve as chairman of the committee and may designate one or more of the committee members to serve as vice chairman, except as otherwise provided for the Executive Committee.
(c) The Board may also designate alternate members of any committee, who may replace any absent member at any meeting of the committee.
(d) With the exception of the Investment Committee, the Chairman shall serve as an ex officio member of each Standing Committee. With the exception of the Audit and Compliance Committee, the President shall serve as an ex officio member of each Standing Committee.
(e) The Board may elect any Life Trustee with an interest in the work of a Standing or Special Committee as a Consulting Member or Advisory Member of that committee. Consulting Members and Advisory Members shall have the same privileges as members of the committee to attend and speak at its meetings but shall have no other rights, including voting rights.
(f) The Board may designate non-Trustees as Standing Attendees of any Standing or Special Committee. Standing Attendees shall be officers of the Corporation, members of the Corporation’s staff with management responsibility in the areas overseen by the committee or officers of affiliated organizations with an interest in the committee’s work. Standing Attendees shall have the same privileges as members of the committee to attend and speak at its meetings but shall have no other rights, including voting rights.
(g) Advisory Members of the Audit and Compliance Committee, the Investment Committee, and the Student Experience Committee may be appointed or elected in accordance with Section 6, Section 11, and Section 14, respectively, and shall have the rights therein specified.
b. Term of Office
With the exception of the ex officio members of the Executive Committee authorized in Section 5.a of these Bylaws, the term of office of all members of Standing and Special Committees shall expire on, but shall include, the date of the next Annual Meeting of the Board following their election. A vacancy in a committee may be filled at any meeting of the Board.
c. Quorum
For each committee, three members shall constitute a quorum.
d. Rules of Procedure
Each committee of the Board shall adopt its own rules of procedure. Such rules may include provisions as to place, call and notice of meeting, and action by unanimous written consent without a meeting. If a quorum is present at the meeting, and if each absent member signs a waiver of notice or approval of the action taken at the meeting (either before or after the meeting), transactions which are within the scope of the authority of any committee and which are taken at any meeting however called or noticed or wherever held, shall be as valid as though taken at a meeting held after regular call and notice.
e. Urgent Meetings
When in the judgment of the Chairman or Vice Chairman of any Committee of the Board, or of the Chairman of the Board or the President, circumstances exist that require urgent action by that committee, such individual may call a special meeting of that committee on no less than 12 hours notice. Notice of such special meeting shall be given by personal or telephonic discussion, facsimile or electronic mail.
Section 5. Executive Committee
a. Committee Composition
Each vice chairman of the Board and the chairman of each Standing Committee and the Executive Compensation Subcommittee shall serve as an ex officio member of the Executive Committee for a term that begins with the commencement of that person’s service as vice chairman of the Board or as committee chairman and ends one year following the termination of such service. At the discretion of the Chairman of the Board, the Board may elect at each Annual Meeting any other Trustee or Senior Trustee as an at-large member of the Executive Committee. The Executive Committee shall at all times consist of not less than five members, including the Chairman of the Board and the President.
b. Committee Chairmanship
The Chairman of the Board or a Vice Chairman of the Board designated by the Board shall serve as Chairman of the Executive Committee.
c. Committee Powers and Duties
Except as provided in these Bylaws or by order or resolution of the Board, in the interim between meetings of the Board, the Executive Committee shall have and may exercise all of the powers of the Board in the general governance of the affairs of the Corporation except:
(1) The power to remove a member of the Board;
(2) The power to approve or authorize an amendment of the Articles of Incorporation or to adopt, amend or repeal the Bylaws;
(3) The power to fill vacancies on the Board or in any committee which has the authority of the Board;
(4) The power to appoint committees of the Board or members thereof; and
(5) The power to approve any other action for which any statutory provision or rule of law precludes approval by a committee of the Board.
No action taken at any meeting of the Executive Committee shall require the approval of the Board, but all such action shall be reported to the Board at its meeting next following the taking of any such action.
Section 6. Audit and Compliance Committee
a. Committee Composition
The Board shall elect at each Annual Meeting an Audit and Compliance Committee consisting of not less than five members, one of whom shall be the Chairman of the Board. To assure an appropriate level of independence for the Audit and Compliance Committee, no employee of the Corporation (including any Officer who is an employee of the Corporation) and no person receiving any monetary compensation from the Corporation may serve as a member of the Audit and Compliance Committee.
b. Committee Powers and Duties
The Committee shall have the powers and duties with respect to financial statements of the Corporation, internal and external audit, risk management, compliance, reporting and other matters as are specified in a charter approved by the Board.
c. Advisory Members
Upon the recommendation of the Audit and Compliance Committee, the Board may also designate individuals as Advisory Members of the Audit and Compliance Committee. Advisory Members shall be individuals of special competency relevant to the work of the Audit and Compliance Committee. Advisory Members shall have the same rights as members of the Audit and Compliance Committee to attend and speak at its meetings but shall have no other rights, including voting rights.
d. Conflict of Interest Policy
The Committee shall review and take appropriate actions with respect to all transactions involving a Trustee or Officer (other than in his or her capacity as such) brought to its attention that are subject to the Corporation’s Conflict of Interest Policy for Trustees and Officers, except to the extent responsibility for such review has been assigned to the Transaction Review Subcommittee of the Technology Transfer Committee in Section 14 of these Bylaws. When reviewing such transactions, the membership of the Committee shall not include any Trustee involved in such transaction.
Section 7. Business and Finance Committee
a. Committee Composition
The Board shall elect at each Annual Meeting a Business and Finance Committee consisting of not less than seven members, two of whom shall be the Chairman of the Board and the President.
b. Committee Powers and Duties
(1) Under the direction of the Board, the Business and Finance Committee shall be responsible for the business and financial policies of the Corporation, including review of long-range planning, the capital expenditures budget, the annual operating budget, building project cost estimates, and review for assurance that such are being followed.
(2) The committee shall review and make recommendations regarding the Institute’s compensation policies, employee benefits program and issues related to employee relations.
c. Annual Operating Budget
During the preparation of the annual operating budget, the Committee shall consult with the President and the Vice President for Business and Finance and shall review the completed budget prior to its submission to the Board of Trustees for adoption. The Committee shall review proposed revisions to these budgets.
d. Executive Compensation Subcommittee
The Board shall elect at each Annual Meeting an Executive Compensation Subcommittee of the Business and Finance Committee consisting of not less than five members of the Business and Finance Committee, two of whom shall be the Chairman of the Board and the Chairman of the Business and Finance Committee. The Board shall designate the chairman of the subcommittee from among the subcommittee’s members. To ensure an appropriate level of independence for the Executive Compensation Subcommittee, no employee of the Corporation (including any officer who is an employee of the Corporation) and no person receiving any monetary compensation from the Corporation may serve as a member of the Executive Compensation Subcommittee. The Executive Compensation Subcommittee shall have the powers and duties with respect to executive compensation and other matters that are specified in a charter approved by the Board.
Section 8. Buildings and Grounds Committee
a. Committee Composition
The Board shall elect at each Annual Meeting a Buildings and Grounds Committee consisting of not less than seven members, two of whom shall be the Chairman of the Board and the President.
b. Committee Powers and Duties
(1) The Buildings and Grounds Committee shall review, advise, and recommend actions and policies related to the Corporation's Master Plan and all on-campus and off-campus real estate investments and holdings.
(2) The Committee shall review, advise and recommend actions concerning plans, programs, and construction operations of the Corporation's campus, stations, and observatories, including all buildings, landscape development, and new construction. In this capacity, the Committee shall review plans and provide advice on:
(a) New facilities planning and construction projects and major modifications to existing structures, at selected stages, from concept design and cost estimates through occupancy.
(b) Process and progress of the Administration’s selection of architects, general contractors and construction managers.
(c) Site locations
(d) Concept and schematic plans including architectural renderings. Renderings will be provided for all new buildings and major exterior modifications to existing structures.
(e) Major modifications of contract work within funds approved, as well as changes in scope to contract work requiring expenditure of additional funds.
(f) The capital budget with specific attention to sources of funds.
(g) Opportunistic acquisition of real estate within the boundaries established from time to time by the Board of Trustees.
(3) The committee shall recommend to the Board policies governing matters within its jurisdiction.
Section 9. Development Committee
a. Committee Composition
The Board shall elect at each Annual Meeting a Development Committee consisting of no fewer than five members, two of whom shall be the Chairman of the Board and the President.
b. Committee Powers and Duties
The Development Committee shall oversee the Corporation’s fund-raising programs and the development of strategies and plans related to major gift prospects. In exercising its duties the Committee shall support, advise on, and review the Corporation’s development efforts in collaboration with the President and the Vice President for Development and Alumni Relations. The Committee shall strive actively to involve members of the Board and the Caltech community in the Corporation’s development efforts and seek to broaden significantly the Corporation’s donor base. The Committee may have such additional powers and duties with respect to the fund-raising policies and programs of the Corporation as may be specified in a charter approved from time to time by the Board of Trustees.
Section 10. Institute and Alumni Relations Committee
a. Committee Composition
The Board shall elect at each Annual Meeting an Institute and Alumni Relations Committee consisting of not less than seven members, two of whom shall be the Chairman of the Board and the President.
b. Committee Powers and Duties
(1) The committee shall review the policy and plans for Public Relations, Development and Government and Community Relations. The committee shall review and make recommendations on the Institute’s public relations programs. The committee shall also recommend to the Board fund-raising policies and programs and shall report on progress and activities, including solicitations of special importance.
(2) The committee shall review the policy and plans for Caltech’s alumni relations programs and oversee implementation of such programs. The committee shall also make recommendations for improving the effectiveness of the Institute’s alumni relations programs and for establishment of new programs.
Section 11. Investment Committee
a. Committee Composition
The Board shall elect at each Annual Meeting an Investment Committee consisting of no fewer than four nor more than six members designated as Trustee Members (including the President) and no fewer than two nor more than four Advisory Members. Life Trustees shall be counted as Trustee Members for the purposes of this Section 11.a. but shall be considered Advisory Members for voting purposes.
b. Committee Powers and Duties
(1) Except as provided by the Board, the Investment Committee shall have responsibility and authority for the investment of endowment, life income, annuity and other funds belonging to or being under the control of the Corporation. Any such investment may be made in real or personal property of any character, including securities. The Committee may cause the sale or exchange, or in any other manner exercise in the name of the Corporation and for its account, all rights incident to such real or personal property.
(2) Full power and authority to execute in the name of the Corporation any documents required to carry out any matter authorized by the provisions of this Section 11 or by any of the persons designated in a resolution of the Board is vested in and may be done by two officers of the Corporation: one of whom shall be the Chairman of the Board, the President, the Provost, the Vice President for Business and Finance, the Chief Investment Officer, the Controller, an Assistant Controller, the Treasurer, or an Assistant Treasurer; and the other of whom shall be the Secretary or an Assistant Secretary. However, the Board may by resolution:
(a) designate any one or more of its Trustee Members who are eligible to vote, any one or more of the officers of the Corporation, or, with respect to documents other than agreements with investment advisors, specified members of the senior professional staff of the Investment Office and the Controller’s Office to sign any such documents in lieu of the above-named officers, or,
(b) authorize (or empower the Committee to authorize) any Trustee Member of the Committee who is eligible to vote or any officer or officers to perform any act which the Committee is authorized to perform.
c. Investment Counselors
In carrying out any of its powers and duties respecting the purchase or sale of any property, the Committee may cause the Corporation to engage the services of one or more investment counselors or managers. The services to be rendered by each such counselor or manager shall be specified in a written contract between the Corporation and the counselor or manager and shall be authorized by the Committee. Such contract may include provisions which will authorize the counselor or manager to order the purchase or sale of such property on behalf and for the account of the Corporation within any limitations specified in the contract.
d. Delegation to Chief Investment Officer
The Committee may by resolution delegate to the Chief Investment Officer authority to exercise the powers and duties of the Committee relative to the investments of the Corporation, except any matter related to the establishment of investment policy or strategy, provided that no fewer than two-thirds of the members of the Investment Committee, including the Chairman of the Committee, concur in writing therewith prior to such action being taken by the Chief Investment Officer.
e. Advisory Members
Advisory Members shall be individuals of special competency relevant to the work of the Investment Committee. Such Advisory Members shall be elected by the Board or the Executive Committee upon the recommendation of the Chairman of the Committee. Advisory Members shall not have voting rights but shall have such other rights as may be specified by the Investment Committee. Such Advisory Members shall be elected for 3-year terms, with a maximum of two consecutive full terms. The terms of office for the Advisory Members shall be classified so that no fewer than one of the terms and no more than two of the terms expire at adjournment of each Annual Meeting of the Board. A vacancy in any Advisory Member position may be filled at any time for the remainder of the term by the Board or the Executive Committee. Advisory Members shall not be compensated, but shall be reimbursed for reasonable out-of-pocket expenses related to their service. Advisory Members shall be required to comply with such conflict of interest policy and procedures as may be prescribed by the Audit and Compliance Committee in consultation with the Chairman of the Investment Committee.
f. Committee Authority
Except as required by the provisions of Paragraph 11.b. above, or as may be required by Board resolution, all action taken by the Committee, its duly established subcommittees, the officers of the Corporation, or any other person, with respect to matters authorized by this section of the Bylaws or by resolution of the Board shall be final and shall not require the approval of the Board or Executive Committee, but shall be reported to the Board or Executive Committee not later than at its next meeting. In addition, at least once a year the Committee Chairman, or the Committee Chairman’s designee, shall discuss the Committee’s overall approach as well as strategic issues and challenges related to its activities with the Board.
Section 12. Jet Propulsion Laboratory Committee
a. Committee Composition
The Board shall elect at each Annual Meeting a Jet Propulsion Laboratory (JPL) Committee consisting of not less than seven members, two of whom shall be the Chairman of the Board and the President.
b. Committee Powers and Duties
The Committee shall, from time to time, submit to the Board a report on the general condition of, and prospects for, JPL and on significant changes in JPL policy or programs which the Committee believes are of interest to the Board.
Section 13. Nominating Committee
a. Committee Composition
The Board shall elect at each Annual Meeting a Nominating Committee consisting of not less than seven members, two of whom shall be the Chairman of the Board and the President.
b. Committee Powers and Duties
The Committee shall develop and recommend policies on the composition of the Board. At or prior to any election by the Board of a person to any office of Trustee, Senior Trustee, Life Trustee, Chairman or Vice Chairman of the Board, or to membership on any Standing or Special Committee, the Committee shall submit to the Board a report identifying and recommending candidates for election to each such office. The Nominating Committee’s report at each Annual Meeting shall include the names of committee members proposed to be designated as chairman or vice chairman of the Standing Committees and the Executive Compensation Subcommittee, such designations to comply with such guidelines as may be adopted from time to time by resolution of the Board of Trustees. This Section 13 does not preclude the right of any member of the Board to nominate one or more candidates for any such office at the meeting of the Board at which such election is held.
Section 14. Student Experience Committee
a. Committee Composition
The Board shall elect at each Annual Meeting a Student Experience Committee consisting of not less than seven members, two of whom shall be the Chairman of the Board and the President.
b. Committee Powers and Duties
The Student Experience Committee shall provide trustee oversight of the student experience at the Institute and shall assist the Board in discharging its responsibility for the quality of the educational programs offered by the Institute. In carrying out its responsibilities, the Committee shall:
(1) Review evaluations of academic programs to assess whether the students’ educational and research experience is consistent with the Institute’s mission and standards of excellence.
(2) Appraise programs and policies that impact the students’ experience at the Institute.
(3) Monitor and evaluate strategies for promoting diversity of the student body and student recruitment, enrollment and retention.
(4) Monitor preparation for regional accreditation reviews and assess reports, recommendations and other communications from accrediting agencies.
(5) Provide advice and counsel on student-related issues and interact with students in social and academic settings.
c. Advisory Members
Upon the recommendation of the Vice President for Student Affairs, the Board may annually elect no fewer than one and no more than two undergraduate students and no fewer than one and no more than two graduate students to serve as Advisory Members of the Committee. Advisory Members shall have the same rights as members of the Committee to attend and speak at its meetings but shall have no other rights, including voting rights. Such Advisory Members shall be elected for one-year terms and may serve no more than two consecutive full terms. The term of office for the Advisory Members shall expire on, but shall include, the date of the next Annual Meeting following their election. A vacancy in any Advisory Member position may be filled at any time for the remainder of said term by the Board or the Executive Committee.
Section 15. Technology Transfer Committee
a. Committee Composition
The Board shall elect at each Annual Meeting a Technology Transfer Committee consisting of not less than seven members, two of whom shall be the Chairman of the Board and the President.
b. Committee Powers and Duties
The Committee shall review the policies and practices of the Corporation, including those of the Jet Propulsion Laboratory, with respect to the transfer to the private sector of technologies developed by the Corporation and recommend policies and actions for promoting the timely commercialization of such technology.
c. Transaction Review Subcommittee
The Board shall elect at each Annual Meeting a Transaction Review Subcommittee of the Technology Transfer Committee consisting of not less than five members, three of whom shall be the Chairman of the Technology Transfer Committee, the Vice Chairman of such Committee, and the Chairman of the Audit and Compliance Committee, with the remaining members elected from among the members of the Technology Transfer Committee. The Chairman of the Technology Transfer Committee shall serve as Chairman of the Subcommittee. The Subcommittee shall review and take appropriate actions with respect to all transactions brought to its attention involving both a transfer of Institute-owned technology and a Trustee or Officer (other than in his or her capacity as such) that are subject to the Institute’s Conflict of Interest Policy for Trustees and Officers. When reviewing such transactions, the membership of the Subcommittee shall not include any Trustee involved in such transaction.
Section 16. Signature Authorizations
a. Checks
Unless otherwise provided by the Board, all checks for the disbursement of funds of the Corporation shall be signed manually or by use of facsimile signatures as ordered by the Board by any two of the following officers: the Chairman of the Board, the President, the Provost, the Vice President for Business and Finance, the Controller, the Treasurer, the Chief Investment Officer, the Secretary; or an Assistant Controller, an Assistant Treasurer, or an Assistant Secretary, acting, respectively, in lieu of the Controller, the Treasurer, or the Secretary; provided that the Board may designate any other members of the Board or officers to act in lieu of any of the above officers.
b. Contracts, Proposals, Instruments of Assignment, and Transfers
The execution of all contracts, proposals, instruments of assignment, transfers (except as otherwise provided in Section 11), and similar instruments authorized by the Board or a Standing Committee may be signed on behalf of the Corporation by any two of the officers who are authorized to sign checks under the provisions of Paragraph 16.a. The Board may authorize any member or members of the Board, officer or other person to sign any such documents in lieu of any such officers. The Board may also authorize one or more officers or employees of the Corporation to sign proposals for research or service contracts, applications for grants and gifts, subcontracts and purchase orders, and other instruments, specifying in the resolution whether prior authorization of the document shall be required by the Board or any committee, the number of signatures required on any such document, the limitations upon the exercise of such signing authority, and the extent, if any, to which signing authority may be delegated by the person or persons so authorized to sign.
c. Diplomas
All diplomas evidencing academic degrees granted by the Corporation shall be signed manually or by the use of facsimile signatures by the Chairman of the Board and the President or by such other person or persons as may be designated by the Board.
Section 17. Authorization to Incur Debt
a. Delegation of Authority to Incur Debt
By resolution, the Board may delegate to the Executive Committee, any other Standing Committee of the Board, or any officer or officers of the Corporation the power to:
(1) Borrow money on behalf of the Corporation for a specified project approved by the Board,
(2) Approve the terms and conditions of such borrowings, financial or otherwise, including the grant of mortgages and liens on and security interests in the real and personal property of the Corporation, and
(3) Take any and all action and to execute, attest, acknowledge, deliver, file and/or record any and all documents which may be necessary or desirable to borrow money on behalf of the Corporation for such project within any parameters established by the Board.
b. Authority of Designee
Except as may be required by the Board resolution referred to in Paragraph 17.a., all action taken by the Executive Committee, any Standing Committee of the Board, or the officers of the Corporation with respect to matters authorized by this Section or Board resolution shall be final and shall not require the approval of the Board or any other committee, but shall be reported to the Board not later than its next meeting.
Section 18. Indemnification
The Corporation shall, and hereby does, to the extent permitted by law, indemnify each of its Trustees, officers and all persons who are expressly designated or permitted in the Bylaws or in a resolution of the Board or of a Standing or Special Committee to participate in the affairs or act on behalf of the Corporation in any manner whatsoever, including, without limitation, Advisory Members, Life Trustees, Chairmen Emeriti and Presidents Emeriti, including persons who have served as such in the past or who are heirs, executors, or administrators thereof, against expenses (including attorney’s fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any actual or threatened proceeding of any kind, arising by reason of the fact that any such person is or was a Trustee, officer or designee of the Corporation, and shall advance to such Trustee, officer or designee any expenses reasonably incurred in defending any such proceeding as permitted by law. Such indemnity shall apply, however, only if, in connection with the matter at issue, the Trustee, officer or designee claiming indemnity hereunder acted in good faith and in a manner he or she reasonably believed was in the best interests of the Corporation. This indemnity does not extend to any act of the person seeking indemnity which involves gross negligence or willful misconduct, or is materially in breach of the Corporation’s Articles of Incorporation or these Bylaws. The Corporation may obtain and may rely on a written opinion of independent legal counsel on any issues of good faith, reasonable belief or breach, or on any and all other issues that may bear on the application of this indemnity.
Section 19. External Audit
The Audit and Compliance Committee shall annually, or more frequently if deemed desirable, engage an external auditor to audit the books of the Corporation and report to the Board. The auditor shall have power to call upon any officer, agent, faculty member or other employee of the Corporation for information, or for any book, paper, or other document pertaining to its business affairs.
Section 20. Seal
A corporate seal, an impress of which follows this section, is hereby adopted as the seal of the Corporation.
Section 21. Bylaws Changes
These Bylaws may be amended or repealed, or new Bylaws may be adopted, by the Board at any meeting of the Board, except that no amendment of the Bylaws may be adopted extending the term of a member of the Board beyond that for which such member of the Board was elected.
