The College offers students of high aspiration and promise a liberal arts education of recognized excellence provided by faculty who embody the highest standards of teaching and scholarship. The Gustavus curriculum is designed to bring students to mastery of a particular area of study within a general framework that is both interdisciplinary and international in perspective.
The College strives to balance educational tradition with innovation and to foster the development of values as an integral part of intellectual growth. It seeks to promote the open exchange of ideas and the independent pursuit of learning.
The College aspires to be a community of persons from diverse backgrounds who respect and affirm the dignity of all people. It is a community where a mature understanding of the Christian faith and lives of service are nurtured and students are encouraged to work toward a just and peaceful world.
The purpose of a Gustavus education is to help students attain their full potential as persons, to develop in them a capacity and passion for lifelong learning, and to prepare them for fulfilling lives of leadership and service in society.
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Name
The name of this corporation is
Purpose
This corporation is organized and shall be operated under Minnesota Statutes Chapter 317A exclusively for religious, charitable, literary, educational, and scientific purposes within the meaning of 50l(c)(3) and l70(c)(2) of the Internal Revenue Code of l986 (the "Code"). Within the limitations established by the preceding sentence, this corporation is organized and shall be operated to conduct and maintain an institution of higher education under the auspices of the Gustavus Adolphus College Association of Congregations of the Evangelical Lutheran Church in America and the Evangelical Lutheran Church in America.
Members
The members of this corporation shall be composed of the members of its Board of Directors.
Restrictions
Notwithstanding any other provisions of these Articles, the restrictions enumerated in this Article IV shall govern the activities of this corporation.
This corporation shall not engage in any activity which may not be carried on (a) by an organization which is exempt from federal income taxation under Section 50l(a) of the Code by virtue of being described in Section 50l(c)(3) of the Code or (b) by an organization contributions to which are deductible under Sections l70(c)(2), 2055(a) and 2522(a) of the Code.
This corporation shall not afford pecuniary gain, incidentally or otherwise, to its members, and no part of the net earnings of this corporation shall inure to the benefit of any private individual.
This corporation shall not, as a substantial part of its activities, attempt to influence legislation by propaganda or otherwise. This corporation shall neither directly nor indirectly participate in or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office, whether by the publishing or distributing of statements or otherwise.
This corporation shall not lend any of its assets to any officer or director of this corporation or guarantee to any other person the payment of a loan by any officer or director of this corporation.
Duration
The duration of this corporation shall be perpetual.
Registered Office
The registered office of this corporation shall be
Individual Liability of Members
The members of this corporation shall not be personally liable for the obligations of the corporation.
Capital Stock
This corporation shall have no capital stock, and no dues or fees shall be required as a condition of membership.
Board of Trustees
Section l: The government and management of this corporation shall be vested in its Board of Directors, also known as its Board of Trustees.
Section 2: The number of directors, manner of their election, and ex officio directors, if any, shall be set forth in the By-laws, also known as the Constitution, of this corporation.
Section 3: Any action required or permitted to be taken at a meeting of the Board of Directors or any committee of the Board of Directors may be taken by written action signed by all of the directors or committee members then in office.
Amendment of Articles
These Articles of Incorporation may be amended as provided in the Minnesota Non-Profit Corporation Act, Chapter 317A, as amended, provided that no amendment shall be effective until it is approved by the Gustavus Adolphus College Association of Congregations of the
Dissolution
This corporation may be dissolved in accordance with the laws of the State of
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Relationship to the
Section l. The College acknowledges the intention of the
Section 2. The College declares its intention, in pursuing its educational function, to reflect the faith of the Christian Church.
Relationship to
The College acknowledges the intention of Gustavus Adolphus College Association of Congregations of the
Location
The principal office of the corporation shall be located at the College's administration building at
Members, Meetings of Members
The Articles of Incorporation of this corporation ("Articles") provide that the only voting members of this corporation are the members of the Board of Directors. Consequently, there shall be no meetings of the voting members of the corporation apart from the annual, regular and special meetings of the Board of Directors of the corporation.
The Board of Trustees
Section l. Authority. The management of the College shall be vested in the Board of Directors, also known as the Board of Trustees (the "Board"). The Board shall be accountable to the Association or its successors for the management of this corporation.
In addition to the powers conferred upon the Board by this Constitution, the Board may exercise all powers of the corporation and perform all lawful acts necessary and proper for the benefit of the College that are not prohibited to it by statute, by the Articles of the corporation, or by this Constitution.
Section 2. Composition and Election. The Board shall be composed of a minimum of thirty-seven (37) directors and a maximum of forty (40) directors, as determined by the Board. All directors shall have equal voting rights, other than Emeritus Trustees, who shall have no voting rights.
(a) Ex officio Directors. The following shall be ex officio members of the Board: (1) a Bishop of Region Three (3) of the
(b) Elected Directors. Elected directors of the Board shall be elected by the Association at its annual meeting as hereinafter provided. The Board shall serve as the nominating committee to the Association for the selection of candidates to serve as elected directors of the Board. The composition of the elected directors of the Board shall be as follows:
(i) Eight (8) elected directors of the Board shall be pastors of member congregations of the Association.
(ii) Ten (10) elected directors of the Board shall be lay members of member congregations of the Association.
(iii) Fifteen (15) to eighteen (18) elected directors, the exact number to be as determined by the Board, shall be at large directors, nominated by the Board and elected by the Association without contest.
(c) Emeritus Trustees. By resolution of the Board, former directors of the Board who have served the College with distinction may be named Emeritus Trustees. Emeritus Trustees shall have the right to attend all meetings of the Board, but they shall not be considered as sitting directors of the Board nor be considered directors for purposes of a quorum or for any other legal requirement of this Constitution or statute.
Section 3. Term. Elected directors shall be elected for three (3) year terms commencing at the annual meeting of the Board in June of the calendar year of election and ending with the call to order of the annual meeting of the Board three calendar years later. The Association and the Board shall conduct elections in such a manner that the number of elected directors elected each year shall be as nearly equal as possible to one-third (1/3) of the total number of elected directors. The number of terms an elected director may serve shall not be limited, except that no elected director shall serve more than three full terms consecutively. For purposes of this section, a partial term of more than one (1) year shall be deemed a full term. Nevertheless, any elected director in office at the time of adoption of this Constitution shall be able to complete the term for which he or she was last elected. Ex officio directors shall serve as long as such directors hold the office or position specified in this Constitution.
Section 4. Officers of the Board. The officers of the Board shall be a chairperson, a vice chairperson and a secretary, elected by the Board for terms of one year at its annual meeting. The chairperson of the Board ("Chairperson") shall preside at all meetings of the Board and the Executive Committee and shall have such other duties and exercise such other powers as the Board shall from time to time prescribe. The vice chairperson ("Vice Chairperson") shall preside at meetings of the Board if the Chairperson is absent and shall have such other duties and exercise such other powers as the Board shall from time to time prescribe. The secretary to the Board ("Secretary") shall record all proceedings of the meetings of the Board in a book to be kept for that purpose. He or she shall give, or cause to be given, all notices of meetings of the Board and all other notices required by law or by this Constitution. The Secretary shall have such other powers and perform such other duties as the Board shall prescribe from time to time. The terms of officers of the Board and the chairpersons of each committee of the Board shall be limited to no more than three consecutive years in any one office or chair.
Section 5. Vacancies. Vacant elected director seats on the Board may be filled by the Board until the next meeting of the Association, at which time a director shall be elected by the Association to fill out the remainder of the unexpired term of the director whose position was vacant. Vacancies in any office of the Board shall be filled by the Board at the next meeting thereof.
Section 6. Removal of Directors. The Board by a vote of at least two-thirds of all directors with voting rights may remove any elected director. A director intending to seek the removal of an elected director must give written notice to all directors of the intention to do so by personally delivering the notice or mailing it by first class United States mail, postage prepaid, at least fourteen (14) days in advance of the date upon which the matter will be put before the Board for a vote. The notice shall specify any bases upon which removal is being proposed. Before the Board acts on a motion for removal, the director subject to the motion shall be given an opportunity to appear in person before the Board to address any issues relating to the removal motion. The director subject to a removal motion may remain in the meeting during deliberation of the removal motion.
Meetings of the Board of Directors
Section l. Place of Meetings. The Board may hold its annual, regular and special meetings at such places, within or without this state, as a majority of the members of the Board may authorize from time to time.
Section 2. Annual Meetings. The annual meeting shall be the first regular meeting of the Board held after June l in each calendar year. At each annual meeting, the Board shall elect officers and conduct such other business as may properly come before it.
Section 3. Special Meetings. Special meetings of the Board may be called by: (a) the President of the College, (b) the Chairperson or Vice Chairperson of the Board, or (c) five or more directors of the Board. A person entitled to call a special meeting of the Board may make a written request to the Secretary to call the meeting. The Secretary shall give written notice of the meeting in the manner provided below, and the meeting shall be held between five (5) and sixty (60) days after receipt of the request. If the Secretary fails to give notice of the meeting within three (3) days from the day on which the request was made, the person who requested the meeting may fix the time and place of meeting, and give notice thereof.
Section 4. Notice. Written notice of each regular and special meeting of the Board shall state the time, place and purpose of the meeting. Such notice shall be delivered personally or mailed, first class, postage prepaid, not less than five (5) nor more than thirty (30) days before the meeting, excluding the day of the meeting, to each director at his or her address according to the last available corporate record. Any director may waive notice in writing before, at, or after a meeting. The waiver shall be filed with the Secretary, who shall enter it upon the records of the meeting. Appearance at a meeting is deemed a waiver of notice unless the appearance is solely for the purpose of asserting the illegality of the meeting.
Section 5. Voting. At any meeting of the Board, each director present at the meeting shall be entitled to cast one vote on any question coming before the meeting. The presence of a majority of the elected directors of the Board shall constitute a quorum at any such meeting, but the directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time. Except as otherwise provided in this Constitution, a majority vote of the directors present at any meeting, if there be a quorum, shall be sufficient to transact any business.
Section 6. Action in Writing. Any action that may be taken at a meeting of the Board or any committee designated by the Board or this Constitution may be taken without a meeting when authorized by a written instrument signed by all of the directors, or all of the members of the committee, as the case may be.
Section 7. Meeting by Means of Conference Telephone. Directors, or any committee designated by the Board or this Constitution, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.
The Executive Committee
There shall be an Executive Committee, composed of the President of the College, the officers of the Board, and such other directors of the Board as the Board may by resolution from time to time determine. The Executive Committee is authorized to the extent set out here to act on the Board's behalf between Board meetings. This authority is limited to taking those actions (i) that the Executive Committee in good faith determines in the interest of the College that it must take between Board meetings or (ii) that the Board has authorized the Executive Committee to take. The Executive Committee shall provide to all directors prior to each Board meeting minutes of all Executive Committee meetings that have taken place since the previous Board meeting, and such minutes shall disclose all actions taken by the Executive Committee. A majority of the members shall constitute a quorum and the Chairperson shall be chairperson of the Executive Committee. Meetings of the Executive Committee may be called by the Chairperson, the Vice Chairperson or by any three members of the Executive Committee, thereof upon three (3) day's notice, which notice may be waived by unanimous consent.
The Administrative Organization
Section l. President. The President of the College shall be a member of a congregation of the
Section 2. Officers and Administrators. The Board shall elect all officers of the College. The officer positions are (i) President; (ii) Vice President for Academic Affairs and Dean of the Faculty; (iii) Treasurer and (iv) any other officer positions that the Board may choose to create. All officers aside from the President serve at the President's discretion. The Board or the President acting at the Board's request shall set forth in writing the duties, responsibilities, relationships and authority of each officer. All administrative personnel not elected by the Board shall serve at the discretion of the President, who shall prescribe in writing the duties, responsibilities, relationships and authority of each administrator. The President shall assemble and publish at the time of each annual meeting, and at such other times as changes warrant, an organization chart and a document setting forth all of the prescriptions by the Board and the President, in regard to each officer and administrator. This document shall be available to the Board, officers, administrators, faculty and students upon request.
Fiscal Year
The fiscal year of this corporation shall begin on the first day of June of each calendar year and end at midnight on May 3l of the following calendar year.
The Faculty
Section l. Composition. The faculty shall consist of professors, associate professors, assistant professors, instructors and professional librarians.
Section 2. Faculty Manual. The rights, responsibilities and duties, authority and privileges of the faculty, together with rules of procedure and organization relating thereto, shall be contained in the Faculty Manual, which shall include the provisions that all members of the faculty are entitled to academic freedom as set forth in the 1940 Statement of Principles on Academic Freedom and Tenure and additions and amendments thereto formulated by the American Association of University Professors. This manual shall be adopted by the faculty and approved by the Board and shall be published in a form available to the Board, officers, administrators, and students.
Section 3. Tenure. Election of faculty members to tenure shall be by the Board upon nomination by the President. Installation will normally be a function of the Association and a bishop of the
The Students
Section l. Admission. The College is open to academically qualified students without regard to race, creed, color, sex, age, national origin, or disability.
Section 2. Student Manual. Involvement of students in the academic affairs of the College, together with their rights, and responsibilities for campus life and discipline, shall be stated in the Student Manual approved by the Board and published in a form available to the Board, officers, administrators, students, parents and others who have a need to know.
Amendments
This Constitution may be amended as provided in the Minnesota Non-Profit Corporation Act, Chapter 317A, and amendments thereof.
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We, the undersigned, for the purpose of forming a corporation under and pursuant to the provisions of Chapter 317 Minnesota Statutes, known as the Minnesota Non-Profit Corporation Act, do hereby associate ourselves together as a body corporate and adopt the following Articles of Incorporation.
Name
The name of this corporation shall be Gustavus Adolphus College Association of Congregations of the
Purpose
The purpose for which this corporation is formed and organized is to elect persons to serve on the Board of Trustees of Gustavus Adolphus College; to strengthen
Members
The members of this corporation shall be the members of the Board of Trustees of Gustavus Adolphus College and the congregations of the
Pecuniary Gain
This corporation shall be a nonprofit organization and shall not afford pecuniary gain, incidentally or otherwise, to its members.
Duration
The duration of this corporation shall be perpetual.
Registered Office
The registered office of this corporation shall be in the City of
Individual Liability of Members
The members of this corporation shall not be personally liable for the obligations of the corporation.
Capital Stock
This corporation shall have no capital stock, and no dues or fees shall be required as a condition of membership.
Board of Directors of the
Section l: The government and management of this corporation shall be vested in its Board of Directors of at least six and not more than thirty-six (36) members, who shall be elected so that as nearly as possible one-third of their number are elected for three-year terms each year.
Section 2: The number, manner of election, and powers and duties of the Board of Directors shall be set forth in the Constitution of Gustavus Adolphus College Association of Congregations of the
Section 3: The incorporators of this corporation shall be the first Board of Directors until their successors are elected pursuant to the Constitution of the corporation.
Officers
The officers of this corporation shall consist of a president, one or more vice-presidents, a secretary, a treasurer and such other officers as the Board of Directors shall provide from time to time. The President shall be a member of the corporation.
By-Laws
This corporation may have and adopt by-laws for the purpose of administering and regulating the affairs of the corporation, which by-laws shall for convenience be called and known as "The Constitution" of the corporation.
Powers
This corporation shall have and enjoy all the powers granted corporations organized under the provisions of the Minnesota Non-Profit Corporation Act, and amendments thereof, under which it is now established and governed, including the power to take, hold, and invest trust property.
Incorporators
The names and post office addresses of the incorporators of the corporation are as follows:
Board of Trustees of
10736
Warren Beck
Thomas G. Boman
2045
Daniel Buendorf
Pastor,
703 South Sibley
Edgar M. Carlson
5320
Chairman of the Board
Hubbard Milling Company
James Hansen
R.R. 2
Dwight Holcombe
Hok Ridge Farm
Ben Johnson
Route
Edgar F. Johnson
520
Theodore M. Kunze
603
Harold R. Lohr
Bishop, Red River Valley Synod
Lutheran Church in America
1351 Page Drive, Suite 320
Fargo, ND 58103
Patricia Lund
4814
Peter Erickson
of the
122 West Franklin, Room 600
Kim Erickson Cornell
Director of Risk Management
The Pillsbury Company
Thomas O. Dahlstrand
556
Richard A. DeRemee
Lloyd Engelsma
Rev. Dr. Paul A. Gustafson
Eric J. Gustavson, Jr.
1700
Paul A. Magnuson
Judge
St. Paul
John Manz
Terry R. Morehouse
Minister,
lll
Gwendolyn Peyton
Marge Pihl
Dennis M. Sobolik
Hallock, MN 56728
Route
Lloyd O. Swanson
Gretchen Taylor
Sybil L. Wersell
5124
Phyllis M. Young
414
Amendments
These Articles of Incorporation may be amended by the members of the corporation at an annual meeting of the members on a two-thirds majority vote of all members present and voting after the proposed amendment has been first submitted to the members at the preceding annual meeting.
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Members
Section l - Membership: Any congregation of the ELCA shall be eligible for membership by electing or appointing delegates to the annual convention of the corporation. Notification of this election or appointment should be sent to the corporation.
Section 2 - Voting Members: The voting members of the corporation shall be the members of the Board of Trustees of Gustavus Adolphus College; the members of the Board of Directors of the Association; the pastor(s) of each member congregation; and one lay delegate per 500 baptized members, or fraction thereof, with one additional delegate for every additional 500 baptized, or greater fraction thereof, of each member congregation.
Section 3 - Annual Meeting: The annual meeting of the voting members of the corporation shall be held on a date determined by the Board of Directors.
Section 4 - Notice of Meeting: Notice of the annual meeting of the voting members shall be given to all members of the corporation not less than 30 days prior to the date of such meeting. Said notice shall be by written notice sent to each member.
Section 5 - Quorum: A quorum of the voting members for any annual or special meeting shall consist of no fewer than fifty (50) members.
Section 6 - Special Meeting: The Board of Directors may call a special meeting at any time upon 60 days written notice to all members.
Section 7 - Place of Meeting: The annual and any special meetings of the voting members of the corporation shall be held at such place as shall be determined by the Board of Directors.
Section 8 - Proxies: No member at any meeting of the voting members may vote or be represented by proxy.
Board of Directors
Section l - Management: The management of the corporation shall be vested in the Board of Directors composed of nine (9) members.
Section 2 - Members: The president of
Section 3 - Term of Office: Members of the Board of Directors shall hold office for a term of three years commencing the day of the first board meeting following the annual meeting of the corporation.
Section 4 - Election: One-third of the members of the Board of Directors shall be elected at each annual meeting of the voting members of the corporation.
Section 5 - Nomination: Nominations to the Board of Directors of the Gustavus Adolphus College Association of Congregations shall be made by a nominating committee consisting of five persons: two representatives from the current Board of Directors of the Association and three at-large delegates to the GACAC. Nominations to this committee shall be made by the Board of Directors of the Association with the at-large nominees elected annually by the convention delegates.
Section 6 - Meetings: The Board of Directors shall meet at such times and places as the Board of Directors may designate.
Section 7 - Quorum: A quorum of the Board of Directors for any meeting shall consist of not less than one-third of the Board of Directors.
Section 8 - Vacancies: Any vacancies occurring in the Board of Directors shall be filled for the unexpired term of said director by the Board of Directors.
Section 9 - Operating Rules: The Board of Directors shall adopt such operating rules as in its discretion it deems appropriate to manage the corporation.
Election of Trustees of
Section l - Nominating Committee: The Board of Trustees of Gustavus Adolphus College shall constitute the nominating committee to submit names of persons to the general members of the corporation for election to the Board of Trustees of Gustavus Adolphus College. This nominating committee shall seek recommendations for candidates from members of the corporation.
Section 2 - Floor Nominations: Nominations from the floor at annual meetings shall be permitted in all categories of trustees except for those trustees to be elected at large.
Officers
Section 1 - Appointment: The Board of Directors shall appoint a president, vice president, treasurer and secretary of the corporation. The secretary of the corporation shall also act as secretary to the Board of Directors. The Board of Directors shall have the authority to create and appoint such other committees or officers as they determine appropriate to manage the affairs of the corporation.
Section 2 - Duties: The president of the corporation shall be the chief executive officer of the corporation. The vice president shall serve in the absence of the president and shall perform such other duties as may be designated by the president. The treasurer of the corporation shall have charge and custody and be responsible for all funds of the corporation. The secretary of the corporation shall keep the minutes of the meeting of the voting members of the corporation and the minutes of the Board of Directors and such other functions as shall be designated by the Board of Directors.
Amendment
These By-laws may be amended at any annual meeting of the members of this corporation upon a two-thirds vote of all members present and voting.
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