Bylaws

Donnelly College

Amended Bylaws

(Effective September 1, 2021)

Article I

Purpose of the Corporation

Section 1: Donnelly College shall operate as a not-for-profit corporation organized for educational purposes, pursuant to Articles of Incorporation filed with the Secretary of State of Kansas on January 16, 1950, and as amended from time to time.

As stated in its Articles of Incorporation, its objects and purposes are “to conduct a college for the dissemination of truth, to encourage knowledge of an interest in the arts, sciences and letters, and in furtherance of these general purposes to perform such acts and acquire such property as are usually performed and acquired by colleges having similar general purposes."

Donnelly College is dedicated primarily to service of the metropolitan area of Kansas City, particularly to the less-advantaged students. Donnelly College shall fulfill its corporate purposes by means appropriate for an educational institution. In carrying out its purposes Donnelly shall be guided in its policies and practices, and shall respect its identity, as a Catholic, Archdiocesan college. The role of the Benedictine Sisters of Mount St. Scholastica of Atchison, Kansas, in its formation, growth and continuing operations shall also be respected. Donnelly shall also be guided by its Mission Statement and its other statements of basic principles as may be adopted from time-to-time by its Board of Directors and approved by its Membership Board. Donnelly College shall sometimes be referred to herein as the “Corporation”.

Section 2: Notwithstanding anything else, the Corporation in all respects shall be operated consistent with its status as a not-for-profit corporation and as an entity exempt from taxation under Section 501(c)(3) of the Internal Revenue Code including amendments.

Article II

Members of the Corporation

Section 1: The Members of the Corporation shall be the Archbishop (or if there is no Archbishop then the Archdiocesan Administrator), the Chancellor, a Vicar General of the Roman Catholic Archdiocese of Kansas City in Kansas designated by the Archbishop (if any), and the Prioress of the Benedictine Sisters of Mount St. Scholastica of Atchison, Kansas. The Members of the Corporation shall constitute the “Membership Board.” Among other things, the Membership Board shall constitute the ownership of the Corporation.

Section 2: Those persons who are Members of the Corporation by virtue of their official positions with the Archdiocese of Kansas City in Kansas or the Benedictine Sisters of Atchison, Kansas, shall continue as Members only so long as they hold such official positions (including officially holding such positions and/or performing the functions of the positions on an interim or temporary basis as determined pursuant to the rules and policies governing the administration of the Archdiocese and the Benedictine Order).

Article III

Governance of the Membership Board

Section 1: The Archbishop of the Archdiocese of Kansas City in Kansas (or if there is no Archbishop then the Archdiocesan Administrator) shall serve as Chairperson of the Membership Board and as Chairperson of all meetings of the Members of the Corporation.

Section 2: In the absence of the Archbishop (or if there is no Archbishop in the absence of the Archdiocesan Administrator), said Vicar General of the Archdiocese (or the Vicar General’s replacement as described in Section 2 of Article II above) shall serve as Chairperson of the Membership Board and of such meetings.

Except as specifically so amended, the Bylaws shall remain in full force and effect.

Article IV

Meeting of the Members of the Corporation

Section 1: All meetings of the Members of the Corporation shall be held at such location as the Chairperson of the Membership Board or the Members calling the meeting, as appropriate, shall designate in the notice of the meeting, whether or not in the State of Kansas.

Section 2: The annual meeting shall be held on the second Tuesday in May each year, or on another date mutually agreed upon by the Members. The purpose of the annual meeting shall include approving or rejecting nominations submitted to it by the Mission & Trusteeship Committee of the Board of Directors, or from other sources, of candidates for election to that Board.

Section 3: Special meetings of the Members may be called at any time by the Chairperson or by at least two Members of the Corporation.

Section 4: Notice of the time, place and objects of any meeting shall be given to all Members in the manner provided in Article X below at least seven (7) days prior to the day of the meeting. Notices of annual meetings shall be given by or on behalf of the Chairperson of the Membership Board. Notices of special meetings shall be given by or on behalf of the persons calling the meetings. Notice of any meeting may be waived in writing (including electronically) either before or after the meeting by a Member, and a Member who is present at a meeting shall be deemed to have waived notice thereof unless the Member files written objection to the holding of the meeting for lack of proper notice. Notices of all special meetings shall state the purposes of the meetings, and unless approved otherwise by all of the Members (including any Members who may not be present at the special meeting) only the purposes stated in the notice may be considered at the special meeting.

Section 5: A majority of the Members shall constitute a quorum for all purposes, unless a larger number shall be required by law, and approval of an action by a majority of the Members present at a meeting shall constitute approval of the action by the Membership Board.

Section 6: If approved in advance by the Chairperson of the Membership Board, Members of the Membership Board may participate in a meeting of that Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 7: Any action which under any provision of applicable law may be taken at a meeting of the Membership Board may be taken without a meeting if all Members of the Membership Board consent thereto in writing (including by electronic transmission), and the writing (or electronic transmission) is filed with the minutes of the Membership Board.

Article V

Board of Directors

Section 1: The general power of governance over the affairs and property of the Corporation, subject to limitations that may be stated in the Articles of Incorporation, applicable law or these Bylaws (specifically including but not limited to Section 2 of Article VII), is conferred upon a Board of Directors which shall be distinct from the Members of the Corporation.

Article VI

Membership of the Board of Directors

(formerly known as the Board of Trustees)

Section 1: The number of Directors shall not be less than 10 or more than 34 elected members as the Board shall determine from time to time. The elected membership shall include at least one priest from the Archdiocese of Kansas City in Kansas and one sister of the Benedictine Sisters of Mount St. Scholastica of Atchison, Kansas. In addition to the elected members, the Archbishop of the Archdiocese of Kansas City in Kansas and the Prioress of the Benedictine Sisters of Atchison, Kansas shall serve as full ex-officio voting members of the Board. At all times the Board of Directors (and also any Executive Committee that may be established) shall include some public members who have no significant administrative position or any ownership interest in the Corporation, the Archdiocese of Kansas City in Kansas, the Benedictine Sisters of Mount St. Scholastica of Atchison, Kansas, or any firm substantially involved with one of said organizations.

Section 2: Directors, except those who serve ex-officio, shall be elected by the Board of Directors at its annual meeting, or at any special meeting called for such purpose, from a list of nominees recommended to the Board of Directors by the Mission & Trusteeship Committee or by any member of the Board of Directors, subject to previous or subsequent approval by the Membership Board. Directors may be reelected by the Board of Directors for subsequent terms upon recommendation to the Board of Directors by the Mission & Trusteeship Committee or by any member of the Board of Directors and approval by the Membership Board. Unless specifically provided otherwise by the Board of Directors at the time of the election, the terms of elected Directors shall be for three years and shall commence on the next July 1st following the election.

Section 3: In case of the death, resignation or removal of a Director, the Board of Directors may elect another individual that has been recommended by the Mission & Trusteeship Committee or by any member of the Board of Directors and approved by the Membership Board to fill the vacancy for the remainder of the previous Director’s term, the Board of Directors may leave the position vacant, or the Board of Directors may elect a new Director to serve a new term.

Section 4: The Board of Directors shall meet no less often than quarterly. The Chairperson of the Board shall notify the Directors in writing of the dates of the regular meetings at least ten (10) days prior to those meetings, which shall be chosen at the discretion of the Chairperson of the Board. Special meetings of the Board of Directors shall be held from time to time at the call of the Chairperson of the Board, the President of the College, or five (5) or more Directors. Such notice of a special meeting shall be given as provided herein at least ten (10) days before the meeting, and any such notice of a special meeting shall specify the purposes of the special meeting, and unless approved otherwise by all members of the Board of Directors (including any Directors who may not be present at the special meeting) only the purposes stated in the notice may be considered at the special meeting. Any required notice of any regular or special meeting may be waived in writing (including electronically) either before or after the meeting, and a Director who is present at the meeting shall be deemed to have waived notice thereof unless the Director files written objection to the holding of the meeting for lack of proper notice. Meetings of the Board shall be at such time, date and location as shall be designated in the notice of the meeting.

Section 5: A majority of the Directors shall constitute a quorum for the transaction of any business, and the act of a majority of the Directors present at a meeting shall be the act of the Board of Directors, unless a greater number is required by law, the Articles of Incorporation or these Bylaws.

Section 6: If approved in advance by the Chairperson of the Board, members of the Board may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

Section 7: Any action which under these Bylaws or under any provision of applicable law may be taken at a meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing (including by electronic transmission), and the writing (or electronic transmission) is filed with the minutes of proceedings of the Board.

Section 8: Directors shall not receive any salary or any other compensation for their services as Director.

Section 9: To the extent permitted by applicable law, the Board of Directors by a vote of two-thirds (2/3) of the Directors present at a meeting of the Board may from time to time elect a Special Board Task Force consisting of members of the Board of Directors to perform such duties as shall be specifically delegated to it by the Board. Unless the Board specifically designates different Directors to constitute the Special Board Task Force at the time of such delegation, any action of the Board to delegate duties to such a Task Force shall constitute election, as the members of the Task Force, of the Chairperson of the Board, the Chairperson-elect, the Past Chairperson, and the Chairperson of each of the Standing Committees described in Section 8 of Article VIII below, except that none of said individuals who at that time is not a Director shall be a member of the Task Force. The Chairperson of the Board shall act as the Chairperson of the Task Force and the rules governing meetings of the Board of Directors shall govern meetings of the Task Force, except that only three (3) days notice of meetings shall be required, and except that the members of the Task Force are specifically authorized to participate in all meetings by conference telephone calls and/or to make decisions by unanimous written consent (including electronic consents).

Article VII

Powers of the Board of Directors

Section 1: The affairs, assets and properties of the Corporation shall be managed by the Board of Directors in order to fulfill the purposes of the Corporation as stated in Article I of these Bylaws. The Board of Directors was formerly named the “Board of Trustees”, and the continuing validity of all prior acts of the Board of Trustees shall not be affected by the name change and all persons serving in any capacity on behalf of the Corporation (specifically including the Chairperson, Chairperson-elect, Officers and Trustees/Directors) shall continue to serve in the similar capacities. The Board of Directors shall have and is vested with the unlimited powers and authority (except as may be expressly limited by law, the Articles of Incorporation or these Bylaws) to manage the business and affairs of the Corporation, to do or cause to be done any and all lawful things for and on behalf of the Corporation, to exercise or cause to be exercised any or all of its powers, privileges and franchises, and to seek the effectuation of its objectives and purposes including, within the limitations prescribed in Section 2 of this Article VII or elsewhere herein or in the Articles of Incorporation, providing oversight of financial, academic and other policies of the Corporation, approving the annual budget and providing for an annual audit of the financial statements by a CPA firm. The Board’s deliberations shall reflect priorities which preserve and enhance Donnelly College and shall consider the reasonable and relevant interests of the College’s internal and external constituencies.

Section 2: The Board of Directors may make decisions concerning the following matters, but any such decision of these matters is strictly subject to approval by the Membership Board.

Amendment of the Articles of Incorporation of the Corporation;
Amendment of the Bylaws of the Corporation;
Adoption and amendment of an official Mission Statement, Vision Statement and other statements of basic principles for the Corporation;
The sale, transfer, lease, exchange or other disposition of any real estate and its appurtenances owned by the Corporation;
The merger or consolidation of the Corporation with any other Corporation or entity;
The dissolution of the Corporation or the discontinuance of a substantial part of its activities; and
Establishing borrowing procedures which will govern the Corporation.

Section 3: The Board of Directors delegates day-to-day management of the College to the College’s administration and expects the faculty to oversee academic matters.

Article VIII

Management of the Board of Directors

Section 1: The management of the Board of Directors shall consist of a Chairperson and a Chairperson-elect.

Section 2: The Chairperson-elect of the Board of Directors shall be elected by the Board from the members of the Board at an annual or a special meeting for a term equal to the remaining term of the Chairperson. Upon assuming the duties of Chairpersonelect, the Chairperson-elect's current term as a Board member shall automatically extend so that it ends two years beyond that person’s term as Chairperson so as to include service on the Board as Past Chairperson.

Section 3: Unless otherwise provided herein or by the Board of Directors, the Chairperson-elect of the Board of Directors shall automatically become the Chairperson of the Board of Directors upon completion of the prior Chairperson’s term or upon an earlier vacancy in the position of Chairperson, and except as specifically provided otherwise herein shall serve for a two year term commencing on July 1st of the applicable year. The Chairperson shall preside at all meetings of the Board. In the absence of the Chairperson, the Chairperson-elect shall preside.

Section 4: Upon any vacancy in the position of Chairperson of the Board the Chairperson-elect of the Board shall become the Chairperson of the Board and, unless otherwise provided by the Board of Directors at the regular or special meeting of the Board first occurring after such vacancy first occurs, shall serve as Chairperson for the remainder of the current fiscal year of the Corporation and for the following two (2) fiscal years.

Section 5: Upon any vacancy in the position of Chairperson-elect of the Board, the Board of Directors may elect a replacement Chairperson-elect to serve until the conclusion of the term of the then-current Chairperson, and then to become the Chairperson as provided above.

Section 6: Notwithstanding the foregoing, the Board of Directors may at any time remove a Chairperson or a Chairperson-elect from such position upon a vote of two-thirds (2/3) of the Board members present at a regular or special meeting of the Board, with or without cause. Also notwithstanding the foregoing, the Board by a similar two-thirds (2/3) vote may shorten or extend the term of any Chairperson or Chairperson-elect.

Section 7: If at any time the Chairperson or Chairperson-elect, because of resignation, removal or any other reason, ceases to be a member of the Board of Directors, that person shall also cease to be the Chairperson or Chairperson-elect as appropriate.

Section 8: Except as otherwise provided herein, in addition to the Standing Committees described below, the Chairperson of the Board may from time-to-time appoint such committees and task forces to provide guidance and support to the Board and the staff of the Corporation in the financial, academic, development and other functions of the Corporation; may appoint the members of all such committees and task forces; and may also appoint Chairpersons or others to leadership positions on all committees and task forces. Members and leaders of such committees and task forces need not be members of the Board or of the staff of the Corporation. The Chairperson may also remove any such committee and task force members or leaders from time-to-time. Until the Standing Committees are changed by the Board, the Standing Committees shall be the Academic Affairs Committee, the Finance Committee, the Development Committee, and the Mission & Trusteeship Committee.

Section 9: The President of the Corporation may from time to time appoint such members of the Board of Directors as the President shall select to constitute the President’s Advisory Committee. The President’s Advisory Committee shall meet and consult with the President at such times and on such issues as the President shall request, and may take such other actions that the President has the power and authority to perform which are specifically delegated to it by the President.

Section 10: The Board of Directors and Officers of the College shall at all times: (i) act in a manner that furthers the College’s educational purpose; (ii) exercise care that they do not act in a manner that furthers their private interests to the detriment of the College; and (iii) fully disclose any potential or actual conflict of interest so that such conflicts are dealt with in the best interests of the College and in accordance with the College’s conflicts of interest policy.

Article IX

Officers

Section 1: The President of the Corporation shall be chosen by the Board of Directors, subject to the approval of the Membership Board, shall serve for such term as shall be designated from time-to-time by the Board of Directors, and may be removed at any time by the Board of Directors with or without cause. The President shall administer the business, academic and other affairs of the Corporation, subject to the direction of the Board of Directors, and shall perform such other duties as shall be designated from time to time by the Board of Directors. The President shall not be a member of the Board but shall participate in all deliberations of the Board except in those sessions concerned with the presidential office itself. The Board of Directors shall conduct an annual review of the President.

Section 2: The President shall from time-to-time designate a Vice President of Academic Affairs who shall serve as the Chief Academic Officer of the College, and a Vice President of Business Affairs who shall serve as the Chief Financial Officer, and may also designate one or more additional Vice Presidents to perform such functions designated by the President, and such Vice Presidents shall serve at the pleasure of the President. The Board of Directors shall from time-to-time elect the Secretary and the Treasurer, and may also elect such other Officers of the Corporation (specifically including but not limited to an Assistant Secretary and/or an Assistant Treasurer) as the Board shall consider appropriate, with such Officers to serve for such terms as shall be designated from time-to-time by the Board. Any number of offices may be held by the same person, except that the President may not also be the Secretary or the Treasurer.

The Secretary shall cause to be kept at the principal office of the Corporation a book of minutes of all meetings of Members and Directors, except as may be otherwise provided herein shall give (or assist in giving) notices of all meetings of the Members and Board of Directors required by these Bylaws or by law, and shall have such other powers and performs such other duties as may be prescribed by the Board of Directors or these Bylaws.
The Assistant Secretary (if such an officer is elected), shall perform all of the duties of the Secretary in the event of the death, disability or absence of the Secretary, and such other duties, if any, as may be prescribed by the Board of Directors.
The Treasurer shall maintain adequate and correct accounts of the properties and business transactions of the Corporation, which shall be available for inspection at reasonable times by any Member or Director, shall deposit all monies and other valuables in the name and to the credit of the Corporation with depositories approved by the Board of Directors, shall disburse funds of the Corporation in such manner as may be approved by the Board of Directors, shall render to the President and Members and Directors upon request an account of all transactions and the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.
The Assistant Treasurer (if such an officer is elected), shall perform all of the duties of the Treasurer in the event of the death, disability or absence of the Treasurer, and such other duties, if any, as may be prescribed by the Board of Directors.
All other Officers shall perform such duties as shall be designated from time-to-time by the Board.

The Board of Directors may at any time remove any Officers (including Vice Presidents appointed by the President) from such positions, with or without cause.

Section 3: The President of the Corporation shall have the power, subject to restrictions that may be imposed from time-to-time by the Board of Directors, to appoint such additional administrators as are necessary for the administration of the affairs of the Corporation.

Article X

Procedure for Giving Notices

Any notice of any meeting or other matter shall be considered sufficiently given on the earliest to occur of the following:

When the notice is actually delivered in person to the recipient, or to the then-current address of the recipient on file with the Corporation (specifically including but not limited to actual delivery by hand-delivery, courier, certified or registered mail confirmed by the date shown on a return receipt);
When the notice is actually delivered by email at the email address of the recipient on file with the Corporation; or
Three mail-delivery days after the notice is deposited in the United States mail, sent by first class, certified or registered mail, postage pre-paid, addressed to the then-current address of the recipient on file with the Corporation.

Article XI

The Corporate Seal

The Corporate seal of the Corporation shall have upon it the name “Donnelly College, and shall be in the form adopted from time-to-time by the Board.

Article XII

Indemnification

In addition to any rights provided in the Articles of Incorporation or by law, if a person is sued, either alone or with others, because the person is or was a Member, Director or Officer of the Corporation, or of another entity serving at the request of the Corporation, in any proceeding arising out of the person's alleged misfeasance or nonfeasance in the performance of the person's duties or out of any alleged wrongful act against the Corporation or by the Corporation, the person shall be indemnified for the person's liability and reasonable expenses, including attorneys' fees incurred in the defense of the proceeding, if both of the following conditions exist:

The person sued is successful in whole or in part, or the proceeding against that person is settled or dismissed; and
The impartial members of the Board of Directors determine that the conduct fairly and equitably merits such indemnity.

Without limiting other rights available to the person sued, the amount of such indemnity which may be assessed against the Corporation, its receiver or its trustee, by a court in the same or in a separate proceeding shall be so much of the expenses, including attorneys' fees incurred in the defense of the proceeding, as the court determines and finds to be reasonable. Application for such indemnity may be made either by the person sued or by the attorney or other person rendering services to that person in connection with the defense, and the court may order the fees and expenses to be paid directly to the attorney or other person, although such other person is not a party to the proceeding. Notice of the application for such indemnity may be served upon the Corporation, its receiver or its trustee, and upon the plaintiff and other parties to the proceeding. In addition to the foregoing, if the impartial members of the Board of Directors find that the alleged conduct fairly and equitably merits such action at an earlier stage in the proceeding, the Corporation shall at its expense provide a defense, including paying expenses thereof, against such proceeding until either the results of the lawsuit establish, or the impartial members of the Board of Directors determine, that continuing to provide the defense is not appropriate.

Article XIII

Any amendment of these Bylaws may be made by a vote of two-thirds (2/3) of the Directors present at a meeting of the Board of Directors, subject, however to approval of the amendment by the Membership Board.