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Mission Statement

Gustavus Adolphus College is a church-related, residential liberal arts college firmly rooted in its Swedish and Lutheran heritage.

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.

4/95

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Amended and Restated Articles of Incorporation of Gustavus Adolphus College

Article I: Name
The name of this corporation is Gustavus Adolphus College.

Article II: Purpose

This corporation is organized and shall be operated under the Minnesota Nonprofit Corporation Act (the “MNCA”), Minnesota Statutes Chapter 317A, exclusively for religious, charitable, literary, educational, and scientific purposes within the meaning of Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 (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 in collaboration with the Gustavus Adolphus College Association of Congregations of the Evangelical Lutheran Church in America and the Evangelical Lutheran Church in America.

Article III: Members

The corporation shall have no members.

Article IV: 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 that may not be carried on (a) by an organization that is exempt from federal income taxation under Section 501(a) of the Code by virtue of being described in Section 501(c)(3) of the Code or (b) by an organization contributions to which are deductible under Sections 170(c)(2), 2055(a), and 2522(a) of the Code.

No part of 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.

Article V: Duration

The duration of this corporation shall be perpetual.

Article VI: Registered Office

The College’s registered office is at 800 West College Avenue, St. Peter, Minnesota.

Article VII: Capital Stock

This corporation shall have no capital stock.

Article VIII: Board of Directors

Section 1: The government and management of this corporation shall be vested in its Board of Directors (the “Board”). By tradition, the corporation calls its Board the “Board of Trustees.” However, directors are not trustees either with respect to the College or with respect to property held or administered by the College, including without limitation, any property that may be subject to donor-imposed restrictions.

Section 2: The number of directors and the manner of their selection shall be set forth in the Bylaws of this corporation.

Sections 3: Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the Board at which all directors were present; provided that when the action is taken by less than all directors, all directors must be notified immediately of its text and effective date. The written action shall be effective when signed or consented to by the required number of directors, unless a different effective time is provided in the written action. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action is not liable for the action.

Article IX: Amendment of Articles

These Articles of Incorporation may be amended as provided in the Minnesota Nonprofit Corporation Act.

Article X: Dissolution

This corporation may be dissolved in accordance with the Minnesota law. Upon dissolution, any property remaining after the payment of debts shall be transferred, in such proportions as the Board shall determine, to one or more organizations that are exempt from federal income taxation under Section 501(a) of the Code by virtue of being described in Section 501(c)(3) of the Code, or to the State of Minnesota or any political subdivision or agency of the State for exclusively public purposes. No provision of these Articles shall be construed to affect the disposition of property held by this corporation upon trust or other condition, and upon dissolution of the corporation, such property shall be transferred in accordance with the trust or condition imposed with respect to it.

4/25/92, 6/14/10

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Restated Bylaws of Gustavus Adolphus College

Article 1: General

1.1 General Purposes. Gustavus Adolphus College (the “College”) is organized and operated as a nonprofit corporation under the Minnesota Nonprofit Corporation Act (Minnesota Statutes Chapter 317A) exclusively for religious, charitable, literary, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986. The College operates in the tradition of Lutheran higher education and in collaboration with the Evangelical Lutheran Church in America (the “ELCA”) and the Gustavus Adolphus College Association of Congregations of the Evangelical Lutheran Church in America (the “Association of Congregations”). The College acknowledges the intention of the ELCA and the Association of Congregations, set forth in their constitutions, to strengthen the College spiritually and academically and to provide oversight and financial assistance. Also, the College declares its intention, in pursuing its educational function, to reflect the faith of the Christian church.

Article 2: Registered Office

2.1 Location. The College shall maintain a registered office in the State of Minnesota at a location selected by the College’s Board of Directors (the “Board”).

Article 3: Authority and Responsibilities Of The Board Of Directors

3.1 Name. By tradition, the College calls its governing board a Board of Trustees. However, under Minnesota law, Board members are directors and are not trustees either with respect to the College or with respect to property held or administered by the College, including without limitation, any property that may be subject to donor-imposed restrictions. 

3.2 Board Responsibility. All business and affairs of the College are managed under the direction of the Board. In the exercise of this responsibility, the Board shall have the power to take any actions in the College’s interest that are permitted by law, by the College’s Articles of Incorporation, and by these Bylaws. Without limitation, the Board’s specific responsibilities include:

3.2.1 Establishing and periodically reviewing the College’s mission and purposes.
3.2.2 Establishing the process for selecting the President of the College (the “President”).
3.2.3 Electing the President.
3.2.4 Setting the terms of the President’s employment, including compensation.
3.2.5 Annually assessing the President’s performance based on mutually agreed-upon goals and other criteria, using a process established by the Board.
3.2.6 Appointing, upon recommendation of the President, other officers in the administration.
3.2.7 Establishing, upon the recommendation of the President, the structure, policies, and rules for the efficient organization, administration, and operation of the College.
3.2.8 Approving the College’s academic program, upon the recommendation of the President in consultation with the Provost and formed in cooperation with the faculty; enabling the faculty to develop curricula, instructional programs, and degree requirements, while ensuring they are consistent with the mission and purpose of the College as established by the Board, including the academic procedures and policies articulated in the Faculty Manual.
3.2.9 Conferring earned and honorary degrees in accord with policies set by the Board, empowering the faculty to establish the requirements and determine when the requirements have been met for earned degrees.
3.2.10 Empowering the faculty to exercise its responsibility for the effective conduct of the College’s academic program, including the academic life of students in accordance with policies approved by the Board.
3.2.11 Adopting institutional policies governing the appointment, promotion, tenure, and dismissal of faculty as articulated in the Faculty Manual.
3.2.12 Adopting policies that protect academic freedom and contribute to the best possible environment for the faculty to teach, to pursue their scholarship, to perform public service, and to fulfill the mission of the College.
3.2.13 Adopting appropriate policies for all students, faculty, officers, and employees.
3.2.14 Adopting non-discrimination policies for all students, faculty, officers, and employees.
3.2.15 Overseeing the College’s financial affairs and risk management, including the borrowing of money, the assumption of liabilities, the management of funds, the acquisition or disposition of property, the approval of budgets, and appointment of an independent auditor.
3.2.16 Establishing tuition and other fees.
3.2.17 Monitoring the engagement of the College with the alumni, the community, the Association of Congregations, and the ELCA. 
3.2.18 Periodically evaluating the Board’s own performance. 

3.3 Role of Bylaws and Other Board Policies. Subject only to applicable law and the College’s Articles of Incorporation, these Bylaws take precedence over all other institutional statements, documents, and policies. Board policies, wherever stated, take precedence over all other institutional statements, documents, and policies.

Article 4: Board Membership

4.1 Board Composition. The Board shall consist of no fewer than twenty-eight (28) and no more than thirty-six (36) directors. All directors shall have equal voting rights.

4.1.1 Ex Officio Directors. So long as they hold office, the President of the College, the Bishop of the Southwestern Minnesota Synod of the ELCA, and the President of the Association of Congregations shall be directors.
4.1.2 Alumni Association Directors. The Board of Directors of the Gustavus Adolphus College Alumni Association, acting in consultation with the Board, shall be entitled to appoint two Alumni Association directors, each of whom may serve as an Alumni Association director for up to four (4) consecutive years.
4.1.3 ELCA Director. The ELCA may designate as a director a member of the churchwide staff with responsibility for higher education.
4.1.4 Young Alumni Director. The Board may elect Young Alumni Directors, up to two of whom may serve simultaneously. Each Young Alumni Director will serve a four-year term, unless the Board sets a shorter term. The Board may not extend or renew any Young Alumni Director’s term, regardless of that term’s length. A Young Alumni Director’s term must begin within 15 years of earning a degree from the College.
4.1.5 Elected Directors. Elected directors of the Board shall be elected by the Association of Congregations at its annual meeting. The Board shall serve as the nominating committee to the Association of Congregations for the selection of candidates to serve as elected directors of the Board. The composition of the elected directors of the Board shall be no fewer than twenty-four (24) and no more than twenty-eight (28) directors. At least twelve (12) elected directors, the exact number to be determined by the Board, shall be at-large directors nominated by the Board and elected by the Association of Congregations without contest. At least twelve (12) but no fewer than half of the elected directors must be members of congregations that are members of the Association of Congregations, and at least four (4) of these must be rostered ELCA clergy. 

  • 4.1.5.1 Term. Elected directors shall serve three-year (3-year) terms, beginning with the call to order of the Board’s annual meeting (see Article 7.1) and ending with the call to order of the Board’s annual meeting three years later. To the extent possible, the Board should stagger elections so that the terms of approximately one-third (1/3) of elected directors expire each year.
  • 4.1.5.2 Term Limits. Elected directors may succeed themselves, but elected directors who have served four (4) consecutive terms (including any partial term) shall not be eligible for reelection until one (1) year has elapsed after the end of their fourth term. The terms of elected directors on the Board shall be extended to enable them to complete their terms as Chair or as Chair-Elect/Chair. Any elected director serving a current term on the effective date of the term limits set forth in this Section 4.1.5.2 that exceeds said term limits shall be allowed to complete their current term.
  • 4.1.5.3 Nomination. Before the Association of Congregation’s annual meeting each year, the Board shall nominate a slate of candidates for election.
  • 4.1.5.4 Vacancies. Vacant elected director seats on the Board may be filled by the Board until the next meeting of the Association of Congregations, at which time a director shall be elected by the Association of Congregations to complete the remainder of the unexpired term of the director whose position was vacant.

4.1.6 Resignation. Any director may resign by delivering written notice to the Chair or the President. The resignation shall be effective upon delivery or at such later time given in the notice.

4.1.7 Removal. All directors serve at the pleasure of the Board and may be removed at any regular meeting by a two-thirds (2/3) majority of directors present and voting.

4.1.8 Expectations For Directors. The Board expects all directors to share certain characteristics:

  • 4.1.8.1 A deep commitment to the College; to its mission, vision, values, and purpose; and to Lutheran higher education.
  • 4.1.8.2 A genuine care for the education, health, and spiritual development of the College’s students.
  • 4.1.8.3 A passion for the welfare and development of the administration, faculty, and staff of the College.
  • 4.1.8.4 An understanding of educational and organizational administration.
  • 4.1.8.5 A willingness to serve as an advocate for the College.
  • 4.1.8.6 A sense of stewardship for the College, its people, and its property.
  • 4.1.8.7 A willingness and ability to contribute to the Board’s work by attending meetings, participating in committee projects, and being present on campus frequently for College activities.
  • 4.1.8.8 A commitment to support the College financially at a level that is generous and appropriate in light of the director’s means.
  • 4.1.8.9 A commitment to avoid a conflict of interest with the College and, when not feasible, disclose any and all possible conflicts of interest in accordance with Board/College policies.

Article 5: Officers Of The College

5.1 Officers Identified. The officers of the College shall be (i) the Chair; (ii) one or more Vice Chairs; (iii) the President; (iv) the Secretary; (v) the Provost; (vi) the Treasurer; and (vii) any other officer positions created by the Board upon the recommendation of the President.

5.2 Chair. At an annual meeting, the Board shall elect the Chair from among the directors for a three-year (3-year) term. No director may serve as Chair for more than one (1) consecutive three-year (3-year) term; provided, however, that a two-thirds (2/3) majority of directors present and voting may choose for good cause to extend the Chair’s term (and any Chair-Elect’s term) for an additional one-year (1-year) term. The Chair shall preside at all Board and Executive Committee meetings and shall perform such other duties as the Board may prescribe. In addition, the Chair shall be the Board’s principal spokesperson and its principal agent for dealing with the President. At the annual meeting of the Board in the last year of the Chair’s term, the Board shall elect one of its members as the Chair-Elect, who shall, unless provided otherwise by the Board, take office as Chair at the annual meeting at which the current Chair’s term expires. At any time there is a Chair-Elect, the Chair shall work to affect a smooth transition of the Chair-Elect to the office of the Chair.

5.3 Vice Chair. At each annual meeting, the Board shall elect one (1) or more Vice Chairs from among the directors for one-year (1-year) terms. In the absence of the Chair, a Vice Chair shall preside at Board and Executive Committee meetings. Each Vice Chair shall perform such other duties as the Board may prescribe.

5.4 Secretary. At each annual meeting, the Board shall elect the Secretary for a one-year (1-year) term. The Secretary may be a director, but need not be. The Secretary shall ensure that the minutes of all Board and Executive Committee meetings are accurate and distributed to all directors and that all Board policy statements and official records are properly maintained. The Board may assign additional responsibilities to the Secretary.

5.5 President and Other Officers. The Board shall elect the President and appoint other officers from the administrative team as set out in Article 6 below.

5.6 Vacancies, Resignations, And Removals. The Board may fill any vacant office at any regular or special meeting. Any officer may resign at any time by delivering written notice to the Chair or the President. The resignation shall be effective upon delivery or at such later time given in the notice. The Board may remove any officer at any time, with or without cause, by an affirmative vote of a majority of all directors.

Article 6: The President and Administrative Officers

6.1 Election Of The President. The Board shall elect the President, who shall serve at the pleasure of the Board. The Board shall set the President’s compensation and other terms of employment.

6.2 Duties Of The President. The President shall be the College’s chief executive officer. The President’s authority is derived from the Board and includes responsibility for all educational and managerial affairs. The President is responsible for implementing all Board policies, keeping the Board informed of important matters as appropriate, consulting with the Board on matters relating to its fiduciary and policy-making responsibilities, and serving as the chief spokesperson for the College. The President shall serve as a voting member of the executive committee and of all other Board subgroups, except the audit committee and presidential review committee.

6.3 Presidential Incapacity or Absence. In the event that the President is unable, in the Board’s determination, to fulfill the duties of the office for an extended period of time due to absence or incapacity, an interim President shall be appointed by the Board to serve in his or her stead.

6.4 President’s Commitment to Lutheran Higher Education. The President of the College shall be (i) a member of a congregation of the ELCA; (ii) a member of a congregation of another Lutheran Church body, the congregations of which are eligible for Association of Congregations membership under Association of Congregations bylaws; (iii) a member of a congregation of one of the church bodies in full communion with the ELCA; or (iv) able to understand, appreciate, articulate, and preserve the College’s practices and values that are rooted in its Lutheran heritage. The President shall be able to effectively articulate the essence of Lutheran higher education to all College constituencies.

6.5 Administrative Officers. Upon the recommendation of the President, the Board shall appoint (i) the Provost and (ii) the Treasurer. Upon the recommendation of the President, the Board may appoint additional administrative officers. The President shall have the authority to determine the process by which he or she selects the persons recommended for appointment as an administrative officer.

6.6 Terms, Authority, And Responsibilities of Administrative Officers And Other Administrative Leaders. The administrative officers and other administrative leaders serve at the pleasure of the President. The President shall set the employment terms for all administrative vice presidents and other administrative leaders and is responsible for evaluating the performance of all such persons. The President shall define for the Board the duties of each administrative officer and each other administrative leader. 

Article 7: Board Meetings

7.1 Regular Meetings. The Board shall hold at least three (3) regular meetings each year. The first regular meeting following May 1 of each year shall be the Board’s annual meeting.

7.2 Special Meetings. The President or Chair may call a special meeting of the Board. The Chair shall call a special meeting upon written request signed by at least five (5) directors. The request must state the purpose for the requested meeting.

7.3 Notice. The Chair or Secretary shall give written notice of all Board meetings at least ten (10) days in advance. Notice may be delivered either by first-class mail or by e-mail and shall be effective when sent. The notice of any special meeting shall state the purposes for the meeting. Except as specifically permitted in these Bylaws, the business at a special meeting shall be confined to the purposes stated in the notice.

7.4 Waiver of Notice. Any director may waive the notice requirement before, at, or after a meeting. The director should put the waiver in writing and submit it to the Secretary for inclusion with the minutes. The director’s attendance at a meeting shall be a waiver of any required notice unless the director appears solely to contest the legality of the meeting.

7.5 Meeting Location. The Board and each Board subgroup shall determine the location for each meeting. The location shall be included in the meeting notice.

7.6 Remote Meetings. Any meeting of the Board and each Board subgroup may be conducted solely by one or more means of remote communication, including electronic communication, conference telephone, video conference, the internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis.

7.7 Remote Participation. A director may participate in a meeting of the Board or Board subgroup by means of conference telephone, or by such other means of remote communication including electronic communication, video conference, the internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis, through which that director and other directors so participating and all directors physically present at the meeting may participate with each other during the meeting.

7.8 Confidentiality. Confidentiality at meetings of the Board and Board subgroups is vital to promoting free and candid discussions, deliberations, records and other information generated in connection with the activities of the Board. Board meetings and materials are considered confidential unless the subject matter is otherwise generally available or known to the public. At times, for the avoidance of doubt, the Chair, President, Vice-Chairs, Vice Presidents or others may designate certain agenda items or topics as confidential. Members of the Board shall make no disclosure regarding these confidential items or topics, and those which are not so designated but are not generally known to the public, except as authorized by the Chair or President. This obligation of confidentiality continues for a period of ten (10) years and survives a director’s term on the Board, including a director’s resignation or removal.

 7.9 Action in Writing. Any action required or permitted to be taken at a meeting of the Board (or a Board subgroup) may be taken by written action signed, or consented to by e-mail, by the number of directors (or subgroup members) that would be required to take the same action at a meeting of the Board (or subgroup) at which all directors (or members) were present, provided that when the action is taken by less than all directors (or members), all directors (or members) must be notified immediately of its text and effective date. The written action shall be effective when signed or consented to by the required number of directors (or members), unless a different effective time is provided in the written action. Failure to provide the notice does not invalidate the written action. A director (or member) who does not sign or consent to the written action is not liable for the action.

7.10 Quorum. A majority of participants (in-person and remote) shall constitute a quorum of the Board and of all Board subgroups.

7.11 Rules Of Procedure. Except where the Board has adopted an alternative rule, the Board and all Board subgroups shall conduct their proceedings using Robert’s Rules of Order, latest edition.

Article 8: The Executive Committee

8.1 Composition. The executive committee shall consist of (i) the Chair; (ii) each Vice Chair; (iii) the President; (iv) the Secretary, if the Secretary is a director; (v) the immediate past Chair for one (1) year after leaving office, if the immediate past Chair continues to be a director; (vi) the President of the Association of Congregations; (vii) any Chair Elect; and (viii) up to four (4) and not fewer than two (2) additional directors elected at the annual meeting for one-year (1-year) terms. The Secretary, even if not a member, shall attend executive committee meetings in order to take the minutes, unless the committee determines that the matters under consideration would render such attendance inappropriate.

8.2 Duties. The executive committee shall (i) undertake any duties assigned to it by the Board; (ii) assist the Chair and the President with their shared responsibility for effective Board operations by, among other things, participating in the preparation of Board-meeting agendas; and (iii) take any action for the Board that the executive committee determines must be taken before the Board meets again, endeavoring always to preserve for the Board the fullest possible flexibility for addressing the matter at its next meeting. The executive committee shall have the authority to act for the Board on all matters except for the following, which shall be reserved for the Board: presidential selection and termination; director and Board officer elections, changes in institutional mission and purpose, and changes to the Articles of Incorporation or the Bylaws. 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 action as taken by the executive committee. 

8.3 Notice. The Chair or Secretary shall give written notice of all executive committee meetings at least three (3) days in advance. Notice shall be delivered by e-mail and shall be effective when sent.

8.4 Waiver Of Notice. Any executive committee member may waive the notice requirement before, at, or after a meeting. The member should put the waiver in writing and submit it to the Secretary for inclusion with the minutes. The member’s attendance at a meeting shall be a waiver of any required notice unless the member appears solely to contest the legality of the meeting.

Article 9: Other Board Subgroups

9.1 Audit and Presidential Review Committees. The Board shall have an audit committee and a presidential review committee and shall develop an appropriate charter for each.

9.2 Other Board Subgroups. The Board may form such other subgroups as it deems appropriate. The Board shall develop an appropriate charter for each such subgroup. All Board subgroups, irrespective of name, shall be Board committees under the Minnesota Nonprofit Corporation Act.

9.3 Subgroup Composition. A director shall chair each Board subgroup. However, the Board may permit non-directors to hold full, voting membership in particular subgroups. All subgroup members serve at the pleasure of the Board. Moreover, in connection with their service, all subgroup members are bound by the standard-of-conduct rules and the conflict-of-interest rules that apply to directors under Minnesota law. 

Article 10: The Faculty

10.1 Faculty Policies and Tenure. The composition, 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 provision 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 formulated by the American Association of University Professors. Amendments to the Faculty Manual can be made and approved only by action of both the Board and the faculty. Continuous tenure shall be conferred only by the Board acting on the recommendation of the President.

Article 11: The Students

11.1 Student Policies. Subject to review and approval by the Board, the President and administrative leadership shall prescribe rules, policies, and procedures that govern student life and that are consistent with the mission, vision, purposes, and policies set by the Board. The President shall ensure that these rules, policies, and procedures are published in a form that is available to faculty, students, parents, and all others with a need to know them. The President also shall ensure that the rules, policies, and procedures are fairly and consistently enforced.

11.2 Non-Discrimination. The College is open to academically qualified students without regard to race, creed, religion, pregnancy, color, sex, sexual orientation, gender identity, age, national origin, genetic information, or disability.

Article 12: Fiscal Year

12.1 Fiscal Year. The fiscal year shall begin on June 1 and end on May 31 each year.

Article 13: Limitations on Liability And Indemnification

 13.1 Indemnification. The College shall indemnify persons acting in an official capacity on behalf of the College in the manner and to the extent set forth in the Minnesota Nonprofit Corporation Act (Minn. Stat. § 317A.521). However, if two or more persons seek indemnification with respect to one or more proceedings that arise from a single transaction or occurrence, or closely related transactions or occurrences, the Board may condition indemnification, in whole or in part, upon agreement of those persons to joint representation by legal counsel (who may be counsel for the College), except: (1) as to matters with respect to which legal counsel concludes joint representation is impermissible under applicable Rules of Professional Conduct or would materially prejudice the ability of a jointly represented person to assert a defense that in good faith is available to that person or to assert a mandatory counterclaim; or (2) if a court determines that joint representation by legal counsel is unreasonable under the circumstances. In addition, the College may, in the sole discretion of the Board of Directors, indemnify such persons or any other person under such circumstances or different circumstances as the Board of Directors shall deem appropriate as long as the Board reasonably believes such indemnification to be in the best interests of the College.

 13.2 Advances. If a person acting in his or her official capacity on behalf of the College is made or threatened to be made a party to a legal proceeding, the person is entitled, upon written request to the College, to payment or reimbursement by the College of reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in advance of the final disposition of the proceeding, (a) on receipt by the College of a written affirmation by the person of a good faith belief that the criteria for indemnification described in Section 13.1 have been satisfied, and a written undertaking by the person to repay all amounts so paid or reimbursed by the College, if it is ultimately determined that the criteria for indemnification have not been satisfied, and (b) after a determination that the facts then known to those making the determination would not preclude indemnification. The written undertaking that is made a precondition to advances under this Section 13.2 shall be an unlimited general obligation of the person making it, but need not be secured and shall be accepted without reference of financial ability of the maker to make the payment.

 13.3 Rights Not Exclusive. Nothing contained in this Article 13 shall affect any rights to indemnification to which the College’s employees may be entitled by contract or otherwise under law.

 13.4 Insurance. The College shall purchase and maintain insurance on behalf of a person in that person’s official capacity against any liability asserted against or incurred by the person in or arising from that capacity, regardless of whether the College would have been required to indemnify the person against the liability.

Article 14: Amendments to The Bylaws

14.1 Amendment. The Board may amend these Bylaws at any regular meeting (i) upon the approval of two-thirds (2/3) of directors present and voting or (ii) upon the approval of a majority of directors present and voting, provided that the proposed amendment was delivered to all directors at least thirty (30) days before the beginning of the meeting.

7/93; 6/96; 10/01; 4/03; 1/06; 4/06; 3/07; 6/08; 1/09; 6/10; 2/20; 5/22

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Articles of Incorporation Of Gustavus Adolphus College Association of Congregations of The Evangelical Lutheran Church Of America

We, the undersigned, for the purpose of forming a corporation under and pursuant to the provisions of Chapter 317 Minnesota Statues, known as the Minnesota Non-Profit Corporation Act, do hereby associate ourselves together as a body corporate and adopt the following Articles of Incorporation.

Article I: Name

The name of this corporation shall be Gustavus Adolphus College Association of Congregations of the Evangelical Lutheran Church in America.

Article II: 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 Gustavus Adolphus College spiritually and academically; to support the Lutheran tradition of academic freedom; and to provide oversight and whatever financial assistance it may find feasible and appropriate.

Article III: Members

The members of this corporation shall be members of the Board of Trustees of Gustavus Adolphus College and the congregations of the Evangelical Lutheran Church in America that elect membership in the corporation according to the procedures established in the by-laws or constitution of this corporation.

Article IV: Pecuniary Gain

This corporation shall be a non-profit organization and shall not afford pecuniary gain, incidentally or otherwise, to its members.

Article V: Duration

The duration of this corporation shall be perpetual.

Article VI: Registered Office

The registered office of this corporation shall be in the City of St. Peter, in the County of Nicollet and State of Minnesota.

Article VII: Individual Liability of Members

The members of this corporation shall not be personally liable for the obligations of the corporation.

Article VIII: Capital Stock

This corporation shall have no capital stock, and no dues or fees shall be required as a condition of membership.

Article IX: Board of Directors of the Gustavus Adolphus College Association

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 Evangelical Lutheran Church in America and amendments thereto.

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.

Article X: 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.

Article XI: 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.

Article XII: 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.

Article XIII: Incorporators

The names and post office addresses of the incorporators of the corporation are as follows:

Board of Trustees of Gustavus Adolphus College

Clyde E. Allen
10736 James Circle
Bloomington, MN 55431

Warren Beck
4421 West 52nd Street
Edina, MN 55424

Thomas G. Boman
2045 Woodland Avenue
Duluth, MN 55803

Daniel Buendorf
Pastor, First Lutheran Church
703 South Sibley
Litchfield, MN 55355

Edgar M. Carlson
5320 Brookview Avenue
Minneapolis, MN 55424

Ogden P. Confer
Chairman of the Board
Hubbard Milling Company
424 North Front Street
Mankato, MN 56001

James Hansen
R.R. 2
Brookings, SD 57006

Dwight Holcombe
Hok Ridge Farm
11349 219th Avenue, N.W.
Elk River, MN 55330

Ben Johnson
1628 13th Avenue, N.W.
St. Cloud, MN 56301

Carl M. Johnson
Route 3, Box 60
Saint Peter, MN 56082

Edgar F. Johnson
520 Ninth Street, N.E.
Waseca, MN 56093

John S. Kendall
President
Gustavus Adolphus College
Saint Peter, MN 56082

Theodore M. Kunze
603 Ninth Avenue, North
St. James, MN 56081

Harold R. Lohr
Bishop, Red River Valley Synod
Lutheran Church in America
1351 Page Drive, Suite 320
Fargo, ND 58103

Patricia Lund
4814 Lakeview Drive
Minneapolis, MN 55424

Peter Erickson
Deputy Bishop, Minnesota Synod
of the Lutheran Church in America
122 West Franklin, Room 600
Minneapolis, MN 55404

Kim Erickson Cornell
Director of Risk Management
The Pillsbury Company
200 South 6th Street
Minneapolis, MN 55402

Thomas O. Dahlstrand
556 North Prospect Street
Hartville, OH 44632

Richard A. DeRemee
2209 5th Avenue, N.E.
Rochester, MN 55904

Lloyd Engelsma
5208 Dundee Road
Minneapolis, MN 55436

Rev. Dr. Paul A. Gustafson
Box 61
Warroad, MN 56763

Eric J. Gustavson, Jr.
1700 Baywood Shores Drive
Mound, MN 55364

Paul A. Magnuson
Judge
754 Federal Court Building
St. Paul, MN 55101

John Manz
2114 Palace Avenue
St. Paul, MN 55105

Terry R. Morehouse
Minister, Trinity Lutheran Church
lll Sixth Avenue, South
Princeton, MN 55371

Gwendolyn Peyton
1005 Carroll Avenue
St. Paul, MN 55104

Marge Pihl
2605 North Shore Drive
Wayzata, MN 55391

Dennis M. Sobolik
Hallock, MN 56728

Florence Sponberg
Route 2, Box 9
Mankato, MN 56001

Lloyd O. Swanson
249 Interlachen Road
Hopkins, MN 55343

Gretchen Taylor
625 Owatonna Street
Mankato, MN 56001

Sybil L. Wersell
5124 Tifton Drive
Edina, MN 55435

Phyllis M. Young
414 Forest Avenue, North
Fargo, ND 58102

Article XIV: 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.

9/92, 4/07

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Constitution (By-Laws) Gustavus Adolphus College Association of Congregations of the Evangelical Lutheran Church in America

Saint Peter, Minnesota

Article I: 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 congregation. Notice to a member congregation shall serve as the notice to all pastors and lay delegates from that member congregation.

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. Notice to a member congregation shall serve as the notice to all pastors and lay delegates from that member congregation.

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.

Article II: Board of Directors

Section l - Management: The management of the corporation shall be vested in the Board of Directors composed of nine (9) elected members.

Section 2 - Members: The president of Gustavus Adolphus College and a bishop of the regional unit of the Evangelical Lutheran Church in America in which the College is located shall be members of the Board of Directors. These are ex officio members who serve with the 9 elected members.

Section 3 - Term of Office: Members of the Board of Directors shall hold office from the adjournment of the annual meeting of the corporation at which they are elected until the adjournment of the annual meeting of the corporation the third calendar year thereafter.

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: Vacant elected seats on the Board of Directors may be filled by Board appointment 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 may be filled by the Board at the next meeting thereof.

Section 9 - Operating Rules: The Board of Directors shall adopt such operating rules as in its discretion it deems appropriate to manage the corporation.

Article III: Election of Trustees of Gustavus Adolphus College

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.

Article IV: 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.

Article V: 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.

4/95, 4/07

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