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Bylaws & Articles of Association

Articles of Association of the Corporation of Marlboro College

We, the subscribers, of full age, hereby associate ourselves together as a Corporation under the laws of the State of Vermont to be known by the name of The Corporation of Marlboro College for the purposes of maintaining an educational institution of higher learning offering instruction in courses of post-secondary grade, and awarding to the students satisfactorily completing the same the degree of Bachelor of Arts, Bachelor of Science, Master of Arts, Master of Business Administration or Master of Science, or such other equivalent degrees as shall be voted by the Trustees.

  1. The Corporation shall also have the following powers:
    1. To award suitable academic degrees to persons other than students who, in the judgment of the Trustees, have earned and become worthy of the same through outstanding leadership or achievement in any of the fields of humanities, letters, liberal arts, the sciences, government, education, administration, philanthropy, or other worthy endeavor.
    2. To acquire by gift, grant, devise or purchase real or personal property located within or without the State of Vermont; to buy, sell, encumber, mortgage, pledge, lease, invest, compromise, settle, or otherwise procure, hold, manage, or dispose of property and rights therein and to borrow money.
    3. To enter into contracts and agreements, and to engage, employ, retain or procure services necessary and proper to carry on and conduct its educational, financial, and business affairs.
    4. To solicit for and accept subscriptions, gifts, devises, and bequests of funds or other property necessary or proper for the accomplishment of its purposes.
    5. To adopt a corporate seal, to sue and be sued, and to appoint agents.
    6. To perform any lawful act necessary or proper to accomplish its purposes and to conduct any and all activities authorized by the laws of the State of Vermont and the United States of America.
  2. Responsibility for the conduct of the affairs and duties of the Corporation shall be vested in the Board of Trustees, which shall have the necessary powers and authority to accomplish the goals and purposes set forth in these Articles and as determined by the Board to be in the best interests of the College, and to take or cause to be taken any actions that the Board considers necessary for the effective governance and wellbeing of the College and its students, faculty and administrators.
    1. There shall be such number of Trustees, not less than three (3), as shall be elected by the Board of Trustees. The President of the College shall be a Trustee ex officio for the duration of his or her term in office. All Trustees shall be elected for stated terms, not exceeding three years or until the third Annual Meeting following their election. They shall be elected in such manner that as far as practicable the terms of approximately the same number of Trustees shall expire each year. Trustees shall be eligible for re-election for up to three additional terms at the expiration of each of their stated terms.

      The Board may elect College alumni to serve as Alumni Trustees.. Alumni Trustees shall serve for a stated term not to exceed three years or until the third Annual Meeting following their election. One Alumni Trustee may be elected each year so that there is a maximum of three Alumni Trustees serving at any one time. Alumni Trustees shall have the responsibilities and shall be entitled to all the powers and privileges of Trustees.

      The Board may from time to time honor persons who have made outstanding contributions to the College by electing them Honorary Trustees or Life Trustees, or with such other designations as may be appropriate. These Trustees shall not have the l responsibilities of Trustees, nor shall they be voting members of the Board of Trustees, or counted for purposes of determining a quorum.
    2. The officers of the Corporation shall consist of a Chair of the Board of Trustees, the President of the College, a Treasurer, a Secretary and such other officers as the Trustees shall from time to time determine. The first officers may be elected by the Incorporators at the first meeting, to hold office until their successors are chosen. Except as aforesaid, the officers of the Corporation shall be elected at the Annual Meeting of the Trustees and shall hold office until the next Annual Meeting, and until their respective successors are elected and qualified, unless sooner removed by the Trustees. Vacancies in any office may be filled by the Trustees at any regular or specially called meeting. The President and Chair of the Board shall always be Trustees; the other officers may be.
    3. All matters concerning the conduct of the Corporation for the accomplishment of its purposes shall be managed by or under the direction of the Trustees, who shall adopt Bylaws for the government of themselves, their faculty, administration, and students. At times that it would be impossible or impractical to convene the Board to act on a particular matter within its purview, the Board may delegate all or part of its powers, rights, and authority to an appropriate committee that includes Trustees.
    4. The principal office of the Corporation shall be located at Marlboro, in the County of Windham in the State of Vermont. The Corporation shall exist forever or until its existence is terminated according to law. The Corporation shall be a non-profit Corporation without capital stock, and no Corporator, Trustee or Officer shall ever participate in any of the profits thereof; but compensation for services rendered may be contracted for and awarded by the Trustees.

DATED at Brattleboro, in the County of Windham, this 30th day of November 1946, and revised and restated by vote of the Board of Trustees on June 21, 2019.


Bylaws of the Corporation of Marlboro College

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