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Policies Issued by the Board of Trustees
 
 
Policy Name Effective Date/Last Revision Date
By-Laws of Lincoln University Board of Trustees July 1, 2005
Charge to Committees September 1999
Charter of Lincoln University January 4, 1897
Code of Conduct at Lincoln University, Revised October 22, 1999
Endowment Fund Investment Guidelines and Policies October 27, 2003
Endowment Fund Spending Policy April 21, 2001

This page was last updated on October 27, 2006.


By-Laws of Lincoln University Board of Trustees 
ARTICLE I: MEMBERSHIP OF THE CORPORATION

The membership of the corporation shall be composed of such persons, as are from time to time members then in office, of the Board of Trustees of the University.

ARTICLE II: BOARD OF TRUSTEES

Section 1: POWERS OF THE BOARD OF TRUSTEES
The entire management, control and conduct of the instructional, administrative, and financial affairs of the University shall be vested in the Board of Trustees.  Specifically, and without limiting the foregoing, the Board shall have the power and authority:

  • To borrow money on behalf of the Corporation to purchase, sell, lease, or otherwise dispose of any property of the University.
  • To adopt the annual budget which shall define the amount appropriated for all departments and activities of the University.
  • To define the general educational policy of the University.
  • To have and exercise all the powers and means necessary or essential to effect the purpose or purposes for which the Corporation is organized and to enter into any obligation necessary for the transaction of its business affairs.
  • No University funds, securities or other investments of any kind whatsoever shall ever be loaned to or employed for personal use by any member of the Board.


Section 2: NUMBER, APPOINTMENT AND ELECTION OF TRUSTEES

  • The Board of Trustees of the University shall consist of thirty?nine voting members, including the Governor of the Commonwealth, the Secretary of Education of the Commonwealth, and the President of the University, all three of whom shall be voting members of the Board of Trustees, ex officio.
  • Twelve of the Trustees shall be designated Commonwealth Trustees, four appointed by the Governor, with the advice and consent of two?thirds of all of the members of the Senate, and four by the President Pro Tempore of the Senate, and four by the Speaker of the House of Representatives.  Annually, one appointment shall be made by each of the three Commonwealth appointing authorities for a term of four years.  If a vacancy occurs with respect to any Commonwealth Trustee from any cause, the vacancy shall be filled for the unexpired term by the Commonwealth appointing authority who appointed the Commonwealth Trustee whose office was vacant.
  • Six of the Trustees, designated as Alumni Trustees, shall be elected by the members of the Board from the alumni of the University upon nomination of the Alumni Association for a term of four years.  Upon the expiration of the term of any Alumni Trustees, the Board shall elect an Alumni Trustee for a term of four years from nominations submitted by the Alumni Association.  If a vacancy occurs from any cause with respect to an Alumni Trustee, the vacancy shall be filled for the unexpired term by the Board of Trustees from the alumni of the University upon nominations of the Alumni Association.
  • Each of the remaining eighteen Trustees designated as University Trustees, of whom at least three shall be graduates of Lincoln University, shall be elected by members of the Board.  Seventeen of the University Trustees shall serve for a term of four years.  The remaining Trustee shall be a student representative of the student body, who will serve for a term of one year.  The selection process must be approved by the Board of Trustees.  Upon expiration of the term of any University Trustee, the Board shall elect a University Trustee for a term of four years, or in the case of the student representative, for a term of one year, from nominations submitted by the Committee on Trustees, Degrees and Nominations.  The Chair shall report to the Board when a vacancy on the Board of any University Trustee occurs from death, resignation, or any other cause.  Such a vacancy may be filled by the Board at any regular or special meeting by the election of a new University Trustee, and the Board shall fill such vacancy at its next regular meeting whenever the number of University Trustees is less than sixteen.
  • The Board may from time to time elect Trustee Emeriti who may sit with the Board at all regular or special meetings but shall have no vote.  A Trustee Emeritus shall not be eligible for membership on any committees of the Board; provided, however, that Trustees Emeriti may attend the meeting of any committee of the Board.
  • The Board may from time to time elect Honorary Trustees, who shall not be more than four in number at any given time. Honorary Trustees may sit with the Board at all regular and special meetings but shall have no vote.
  • If immediately prior to the expiration of a term a Trustee shall have served as such for a period of eight or more consecutive years, such Trustee shall not be eligible for re?election as a Trustee in the same category until the annual meeting following the annual meeting at which the prior term expired.
  • Except for the Lincoln University Board of Trustees, no voting member of the Lincoln University Board of Trustees may be nominated for appointment to any Board of Trustees or Directors for which the Lincoln University Board of Trustees have nominating and/or appointment authority. 
Section 3: PERSONAL LIABILITY OF DIRECTORS
  • To the fullest extent that the laws of the Commonwealth of Pennsylvania, as in effect on January 27, 1987 or as thereafter amended, permit elimination or limitation of the liability of trustees, no Trustee of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Trustee.
  • This Section 3 shall not apply to any actions filed prior to January 27, 1987, nor to any breach of performance of duty or any failure of performance of duty by any Trustee of the Corporation occurring prior to January 27, 1987. The provisions of this Section shall be deemed to be a contract with each Trustee of the Corporation who serves as such at any time while this Section is in effect and each such Trustee shall be deemed to be so serving in reliance on the provisions of this Section.  Any amendment or repeal of this Section or adoption of any By?Law or provision of the Articles of the Corporation which has the effect of increasing trustee liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal, By?Law or provision.
ARTICLE III: MEETINGS OF THE BOARD

Section 1: ANNUAL MEETING
An annual meeting of members and Trustees of the Corporation shall be held for the election of Trustees and for the transaction of any other business that may be brought before the meeting at the University on the third Saturday in April of each year.

Section 2: REGULAR MEETINGS
The regular meetings of the Board of Trustees in addition to the annual meeting shall be held on the 3rd Saturday in September, November and February at such time and place as shall be designated from time to time by standing resolutions of the Board.  To avoid conflicts with such events as holidays and unforeseen circumstances (Acts of God) the Board Chair shall have the authority to adjust the meeting date of the regularly scheduled meetings of the Board with the appropriate notice requirements as prescribed in the By-Laws.  At such meetings the Trustees may transact such business as may be brought before the meeting.  Voting by proxy shall not be permitted.

Section 3: SPECIAL MEETINGS
Special meetings of the Board of Trustees or of the members of the Corporation may be called at the discretion of the Chair of the Board and shall be called upon the written request of six members of the Board. Written notice of any special meeting, together with a statement of the business for which it is called, shall be sent to each Trustee or member by mail or telegraph at least ten days in advance of the day set for such meeting.  Except with the unanimous consent of the Trustees present at any such meeting, no business shall be transacted at any special meeting except as shall be indicated in the notice thereof.

Section 4: ACTION WITHOUT FORMAL MEETING
Any action required or permitted to be taken by the Board of Trustees or by any committee thereof, and to the extent consistent with law, may be taken without a formal meeting.  However, a written consent setting forth the action so taken and signed by all members of the Board or a committee, as the case may be, must be filed with the minutes of the proceedings of the Board or the committee.

Section 5: PUBLIC NOTICE OF MEETINGS
Public notice in a form to be prescribed by the Board shall be given at least three days prior to the annual meeting of the members and Trustees of the Corporation and of all regular meetings of the Board of Trustees, and, except in cases involving an emergency, at least twenty?four hours prior to any special or rescheduled meeting of the Board; provided, however, that public notice need not be given of any such meeting unless formal action is scheduled or taken by the members of the Corporation or the Board of Trustees.

Section 6: WAIVER OF NOTICE OF MEETINGS
Whenever notice is required to be given under the provisions of statutes or of the Articles of Incorporation or of these By?Laws, a waiver thereof in writing signed by the persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.  Attendance at any meeting by a Trustee shall be conclusively deemed a waiver of notice of that meeting, except when the Trustee attends the meeting for the sole and express purpose of objecting to the absence of proper notice of the meeting.

Section 7: QUORUM AND ACTION BY THE BOARD 
Except as may be otherwise required by statute or in cases which the By-Laws specify a larger number as a quorum, twelve voting Trustees present in person shall constitute a quorum for the transaction of business at all meetings of the Board of Trustees, and the act of a majority of the voting Trustees who are present in person at any such meeting at which a quorum is present shall be the act of the Corporation or the Board as the case may be.  A fewer number than a quorum may adjourn to a fixed date.

Section 8: CONFLICTS OF INTEREST

  • In fulfilling the duties of Trustee, each member of the Board of Trustees shall act only in the best interest of the University at all times and avoid behavior that involves either a real conflict of interest, or any appearance of a conflict of interest, especially under circumstances where personnel use of a University affiliation may or appears to be a means of furthering personal gain.  A conflict of interest occurs when a member of the Board of Trustees uses the authority of office or any confidential information received in holding office for his private pecuniary benefit or for that of a member of his immediate family or a business with which he or a member of his immediate family is associated.  Immediate family includes a parent, spouse, child or sibling. 
  • Conflicting Financial Interests (General).  If a Trustee has any power to approve or disapprove a transaction proposed to be entered into between the University and any entity that has a significant relationship to that Trustee, or his immediate family, he has a potential conflict of interest and may not participate in the process leading to the approval or disapproval of the transaction unless the underlying facts giving rise to the potential conflict of interest are disclosed to the Board of Trustees and approval for participation is obtained in writing.  Disclosure shall be in writing to the Board of Trustees and the Trustee can continue to participate in the transaction only on terms approved in writing by the Board of Trustees.  A transaction includes a contract, purchase order or similar commitment of funds or resources by the University.  Approval or disapproval means execution or a decision not to execute a University Purchase Requisition, Check Request, Purchase Order or Contract.  An entity includes an individual, corporation, partnership, association or similar legal entity.  A significant relationship exists if a person is a director, trustee, officer or employee of a partner or member in, or has a material financial interest in the entity in question.  A material financial interest is subject to review but at a minimum would include a situation where the Trustee owns more than 1% of the outstanding capital (whether debt or equity) of a firm or corporation or has any interest in a partnership or association. 
  • All candidates for membership on the Board shall be advised of this policy prior to assuming their responsibilities as members.
Section 9: ATTENDANCE AT MEETINGS
It shall be the duty of each Trustee to attend all meetings of the Board of Trustees unless excused by the Chair of the Board, and in the event that any Trustee shall be absent from three consecutive regular meetings with or without being excused by the Chair of the Board, then the Board may declare a vacancy among the same class of Trustee, which shall be filled in the manner prescribed for the filling of vacancies occurring from death, resignation or other cause.  With regards to Commonwealth Trustees, the appropriate appointing authority shall be so informed. While it is the duty of each Trustee to attend the regularly scheduled Board meetings, the Board of Trustees shall allow a one-time telephonic participation by a member of the Board during the fiscal year as a non-voting member, not to be included in the quorum count.

Section 10: TELEPHONIC PARTCIPATION AT MEETINGS
For any circumstance requiring a vote on any personnel matters relating to the President of the University or Board Officers, telephonic participation will not be permitted.

Section 11: EXPENSES

  • The Board shall serve without compensation.
  • Proper administrative expenses of the Board shall be paid from University funds and shall be accounted for in accordance with acceptable accounting practices.
Section 12: PUBLIC MEETINGS
Every meeting of the members or Trustees of the Corporation or the Board at which formal action is scheduled or taken shall be open to the public; provided, however, that at any time during the course of a meeting open to the public, the Chair may order the Board to meet in executive session, for a period not to exceed thirty minutes, to consider personnel matters or disciplinary proceedings or charges brought against an employee of the University, or to consider actions respecting labor negotiations involving the University. The Chair shall determine whether any meeting or any part of any meeting of the Board is to be closed to the public.  Subject to any Sunshine Act restrictions, the Board may conduct business (including vote) in a meeting of the Board using a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Section 13: PROCEDURE AT MEETINGS

  • Robert’s Rules of Order, Revised, as modified by rules and regulations of the Board, shall be observed in conducting the business of the Board.
  • The Board may adopt rules and regulations necessary for the conduct of its meetings, including meetings open to the public; and at any meeting of the Board, the Chair may enforce the rules and regulations of the Board to the extent necessary to preserve order.
Section 14: ORDER OF BUSINESS
The order of business for each meeting of the Board of Trustees shall be determined by the Chair of the Board and communicated to all Board members in the meeting notice.

ARTICLE IV: OFFICERS OF THE BOARD

Section 1: ELECTION

  • At the annual meeting the Board shall elect from among the voting Trustees the Chair of the Board, a Vice?Chair, and a Secretary to serve for one year or until their successors shall have been elected and qualified, and such other officers as from time to time shall be deemed necessary.
  • In the event of a failure for any reason so to elect any or all of said officers, or in case any vacancy occurs in said offices from any cause, then an election may be held at any regular or special meeting.
  • All elections of officers shall be by ballot.
Section 2: CHAIR
  • The Chair of the Board shall preside at all meetings of the Board and shall discharge the duties that pertain to that office.
  • The Chair shall appoint all committees whose election is not specified in these By?Laws after consultation with the Board and shall fill any vacancies on said committees as they occur.
  • In case of the absence or disability of the Chair of the Board, the Vice-Chair shall perform the duties of the Chair.
  • The Chair shall serve a two-year term, beginning July 1 and ending June 30, and may be re-elected.
  • In no case will the Chair serve more than four years consecutively.
Section 3: VICE CHAIR
  • The Vice Chair shall be an Ex-officio member of committees of the Board of Trustees as directed by the Chair.  In the absence of the Chair, the Vice Chair shall preside over all meetings of the Board and shall preside over all meetings of the Board and shall discharge the duties pertaining to the office of the Chair.
  • The Vice Chair shall serve a two-year term, beginning July 1 and ending June 30, and may be re-elected.
  • In no case will the Vice Chair serve more than four years consecutively.
Section 4: TREASURER
  • The Treasurer shall be responsible for the safekeeping of the funds and securities belonging to the University and the record thereof.  Subject to the approval of the Board, the Treasurer may deposit, withdraw, exchange, sell, collect, invest, deliver, transfer or otherwise acquire, sell or dispose of securities, cash or other personal property for and on behalf of the University, and execute all stock powers and other documents necessary to make effective the foregoing authority.  The Treasurer may keep the securities in a safe deposit vault or may contract with a responsible bank or trust company to act as custodian for safekeeping such securities.  The Treasurer shall make a report at each regular meeting of the Board.
  • The Treasurer shall file with the Secretary a bond for the faithful performance of all duties in such sum as shall be fixed by the Board, with a responsible surety company approved by the Board, the premium on the bond to be paid by the University.
  • With the approval of the Board of Trustees, the President shall name the Chief Fiscal Officer as Treasurer.
Section 5: SECRETARY
  • The Secretary shall attend and keep minutes of all meetings of the Corporation, of the Board of Trustees, and of the Executive Committee.
  • The Secretary shall issue all necessary notices for such meetings, and shall have charge of the seal of the Corporation, and such books and records as the Board may prescribe.
  • The Secretary shall transmit promptly to each Trustee a copy of the minutes of the meetings of the Corporation, Board, and Executive Committee; and, as to public meetings of the Corporation, Board, and Executive Committee, the Secretary shall keep copies of said minutes available for examination and inspection by members of the public pursuant to such rules and regulations as the Board may prescribe.
  • The Secretary shall see that all bonds required by officers and employees of the University for the faithful performance of their duties are filed in his office, and in general perform all the duties as may be assigned by the Board.
  • The Chair may appoint an Assistant Secretary who shall assist the Secretary in the performance of the Secretary’s duties.
  • The Secretary shall serve a two-year term, beginning July 1 and ending June 30, and may be re-elected.
  • In no case will the Secretary serve more than four years consecutively.
ARTICLE V: COMMITTEES OF THE BOARD

Section 1: COMMITTEES AND APPOINTMENT OF MEMBERS

  • The committees of the Board shall consist of an Executive Committee, a Business Affairs Committee, and Educational Policy and Academic Affairs Committee, a Planning and Development Committee, a Buildings and Property Committee, a Committee on Trustees, Degrees and Nominations, a Student Affairs Committee, an External Affairs Committee, an Evaluations Committee, an Audit Committee, a Technology and Library Committee, and an Investment Committee, and such other committees and subcommittees as the Board may from time to time find necessary and desirable. The Chair and membership of each committee established shall be appointed by the Chair of the Board subject to the approval of the Board unless otherwise provided in these By-Laws.  Non-Board members may be appointed to serve on any Committee of the Board of Trustees.  Membership on all standing committees shall be for a term of one year or until the next annual meeting, whichever first occurs.  The Chair of the Board and the President of the University shall be ex-officio members of all committees of the Board which are established and shall have the right to vote at all meetings of the committees, except that the President shall not be an ex-officio member of the Evaluations Committee.
  • The Chairs of committees of the Board shall have the authority to establish such subcommittees as they shall deem necessary or desirable to properly discharge the responsibilities of their respective committees, and, when authorized by the Board to appoint non?voting, advisory members to their respective committees and subcommittees. 
  • The Chair of the Board or the Board shall name alternate members to serve on committees and subcommittees of the Board in the absence or upon the resignation or removal of the duly appointed members of any committee or subcommittee.
  • All committees and subcommittees shall continue to function past the date of the annual meeting, allowing time for the newly elected Chair of the Board to establish new committees and have them approved.  Committee activities should not stop during this interim.
Section 2: COMMITTEE QUORUM
A majority of the voting members of a committee shall constitute a quorum.

Section 3: MEETINGS OF COMMITTEES

  • Each committee shall meet at such time and place as shall be designated from time to time by resolution of the committee or the Board.  Standing committees shall meet at least quarterly.
  • To the extent the committees of the Board have been delegated authority by the Board to make significant decisions and to take significant action, all meetings at which such decisions are scheduled to be made or are made, and at which such action is scheduled to be taken or is taken, shall be open to the public, and public notice of such meetings shall be given in a form to be prescribed by the Board of Trustees.  At any time during the course of a 
  • Public meeting, the committee Chair or presiding committee member may order the committee to meet in executive session, for a period not to exceed thirty minutes, to consider personnel matters or disciplinary proceedings or charges brought against an employee of the University, or to consider actions respecting labor negotiations involving the University.  The Chair of each committee shall determine whether any meeting of the committee is to be closed to the public.
  • If any Trustee, other than an ex-officio Trustee or an Emeritus Trustee, without valid written explanation, fails to attend three consecutive meetings of any committee to which the Trustee has been appointed, then this matter shall be reported to the Board by the committee Chair and the Board may declare a vacancy among the same class of Trustee which shall be filled by the Board in the manner prescribed for the filling of vacancies occurring from death, resignation or other cause.
Section 4: PROCEDURE AT MEETINGS
  • Robert’s Rules of Order, Revised, as modified by rules and regulations of the Committee or Board, shall be observed in conducting the business of the committee.
  • Any committee may adopt rules and regulations not inconsistent with existing Board rules and regulations, necessary for the conduct of its meetings, including meetings open to the public; and at any meeting of the committee, the committee Chair or presiding committee member may enforce the rules and regulations of the committee or Board to the extent necessary to preserve order.
Section 5: MINUTES OF MEETINGS
Each committee of the Board shall keep minutes of meetings.  As to minutes of all public meetings, the committee Chair shall make copies of said minutes available for examination and inspection by members of the public pursuant to such rules and regulations as the Board may prescribe.

Section 6: EXECUTIVE COMMITTEE

  • The Executive Committee shall consist of the Chair of the Board, who shall also chair the Executive Committee, elected officers of the Board, Board Committee Chairpersons, the President, ex?officio, and not less than eleven nor more than thirteen members appointed by the Chair of the Board, subject to the approval of the Board. Unless otherwise determined by the Executive Committee, the Committee shall meet on call of the Chair.
  • Except for the appointment or termination of the President, The Executive Committee shall have and exercise the authority of the Board of Trustees in the management of the University.  The Executive Committee shall also have the authority to establish subcommittees, and shall report the same to the Board at its next scheduled meeting.
  • The Executive Committee shall keep regular minutes of its proceedings and shall make a report of all of its actions at each meeting of the Board of Trustees. 
  • The Executive Committee shall meet at least six times each year.  Special meetings of the Executive Committee may be called upon forty-eight hours notice by the President, or by the Board Chair, and shall be called by the Secretary at the written request of three members of the Executive Committee.
  • Seven members of the Executive Committee shall constitute a quorum.
Section 7: BUSINESS AFFAIRS COMMITTEE
  • The Business Affairs Committee shall consist of not less than four members of the Board appointed by the Chair of the Board subject to the approval of the Board.
  • Where time permits, the Committee shall review the annual budget prior to its submission to the Board.
  • The Business Affairs Committee shall also:
    • Cause to be prepared and kept current a financial plan for the University, projected at least five years ahead, based on educational goals, assumptions, and requirements as provided at the policy level by the Board.
    • Require the preparation of capital and operating budgets and recommend the budgets to the Board.
    • Report the financial condition of the University at each regular meeting of the Board and require the preparation of an annual report on the financial condition of the University.
    • Provide for bonding of appropriate officers and staff for the safekeeping of funds and documents.
    • Fix the kinds and amounts of insurance to be placed by the University.
    • Review and recommend policies relating to the salaries, welfare and benefits of the faculty, administrative and non-administrative staff.
    • In consultation with the University Administration and the Buildings and Property Committee, make recommendations to the Board with respect to capital budget expenditures on the construction or major alterations of buildings.
    • Recommend policies and procedures to the Board where possible conflict of interest situations may arise between members of the Board and the provision of services to the University.
Section 8: EDUCATIONAL POLICY AND ACADEMIC AFFAIRS COMMITTEE
  • The Educational Policy and Academic Affairs Committee shall consist of not less than five members of the Board appointed by the Chair of the Board, subject to the approval of the Board. 
  • The Committee shall consider and report to the Board on matters involving the educational programs of the University, and the library of the University.  The Committee shall also have responsibility for making recommendations to the Board regarding educational policies, and the Board shall have final authority to review and approve such recommendations.
  • This Committee shall meet from time to time and at least twice each academic year with the Faculty Committee on Educational Policies In order to insure adequate communication and informed consideration of educational and similar matters by the Board.  When the Board and Faculty Committees meet together, the President of the University shall serve as Chair of the combined group.
Section 9: STUDENT AFFAIRS COMMITTEE
  • The Student Affairs Committee shall consist of not less than three members of the Board appointed by the Chair of the Board, subject to the approval of the Board. 
  • The Committee shall consider and report to the Board on questions involving student affairs and general student welfare.
Section 10: BUILDINGS AND PROPERTY COMMITTEE
  • The Buildings and Property Committee shall consist of not less than three members of the Board appointed by the Chair of the Board, subject to approval of the Board.
  • The Committee shall from time to time inspect the buildings and property of the University to ascertain that they are maintained in good condition and meet requisite standards of safety, shall maintain a comprehensive development plan for the campus subject to Board approval in outline, and make recommendations to the Board on all major improvements, construction, acquisitions and sales.
  • The Committee shall also be responsible for the general maintenance and operations of the University’s African museum.
Section 11: COMMITTEE ON TRUSTEES, DEGREES AND NOMINATIONS
  • The Committee on Trustees, Nominations and Degrees shall consist of not less than five members of the Board appointed by the Chair of the Board, subject to the approval of the Board.
  • The Committee shall have responsibility for receiving all nominations and for submitting nominations from time to time to the Board of Trustees for the office of Trustee, annually for the officers of the Board, and in accordance with Article II, Section 2H of these By-Laws, for nominations for appointment to any Board of Trustees or Directors for which the Lincoln University Board of Trustees have nominating and/or appointing authority. 
  • The Committee shall also request from the Faculty its recommendations for the award of honorary degrees, and in any event the Committee shall make its report to the Board of Trustees at the Board’s September meeting, if possible, otherwise at such other meeting as the Board may determine.
Section 12: PLANNING AND DEVELOPMENT COMMITTEE
  • The Planning and Development Committee shall consist of not less than five members of the Board appointed by the Chair of the Board, subject to the approval of the Board.
  • The Committee shall have the responsibility in cooperation with the University’s Administration to periodically review and update the institution’s short and long?range plans.
  • The Committee shall also be responsible for supervising fund?raising activities.
  • The Committee shall also have the responsibility for maintaining close relations with University alumni for alumni annual giving.
Section 13: EXTERNAL AFFAIRS COMMITTEE
  • The External Affairs Committee shall consist of not less than three members of the Board appointed by the Chair of the Board, subject to the approval of the Board.
  • The Committee shall serve in an advisory capacity to the public relations staff of the University.  The Committee shall also have responsibility for making public relations policies, and the Board shall have final authority to review and approve such recommendations.
  • The Committee shall also have the responsibility in cooperation with the University’s development officer to plan and expand special programs.  The Committee shall also have the responsibility of assisting the University administration in establishing and maintaining good relations between the University and the Commonwealth of Pennsylvania, the federal government, and the local governmental and community groups and Institutions.
Section 14: EVALUATIONS COMMITTEE
  • The Evaluations Committee shall consist of not less than three members of the Board appointed by the Chair of the Board, subject to the approval of the Board.
  • The Evaluations Committee shall evaluate the performance of the Board of Trustees and its individual committees with respect to governance responsibilities and adequacy of its leadership.
  • The Evaluations Committee shall have the authority and responsibility to review and evaluate the performance of the President of the University at least annually.
  • The methodology employed by the Evaluations Committee may include, but need not be limited to, quantitative measurements, Presidential self-evaluation and formal/informal Committee evaluations.
  • The Committee shall provide a report of its evaluation to the Chair of the Board who shall share the results with the full Board and may share the results with the President of the University.
  • As deemed appropriate, the Evaluations Committee may recommend, through the Executive Committee of the Board, that the Board authorize an independent institutional needs assessment.
Section 15: AUDIT COMMITTEE
  • The Audit Committee shall consist of not less than four members of the Board appointed by the Chair of the Board subject to the approval of the Board.
  • The Audit Committee shall have the authority and duty to audit or have audited the accounts of the University and to consult with the University’s auditors, to insure that University financial statements accurately portray its final condition.  It may request access to any records or accounts of any official of the University for this purpose.
  • The Audit Committee’s scope of responsibility and authority includes assuring the adequacy of accounting systems and controls; recommend the selection of independent auditors and other related activities required to maintain the integrity of the University’s financial information.
Section 16: TECHNOLOGY AND LIBRARY COMMITTEE
  • The Technology and Library Committee shall consist of not less than three members of the Board appointed by the Chair of the Board, subject to the approval of the Board.
  • The Technology and Library Committee shall assist the University in the development of its information and Library system, technology policy, and the acquisition of technology. 
  • The Committee shall conduct an annual assessment of the University’s technology and information holdings and report its findings, with recommendations, to the Board of Trustees.
Section 17: INVESTMENT COMMITTEE
  • The Investment Committee shall consist of not less than four members of the Board of Trustees appointed by the Chair subject to the approval of the Board
  • The Committee shall have the authority to provide guidance regarding investment opportunities and to recommend changes to the University's investment portfolio.
  • The Committee shall conduct periodic assessments of the University's endowment, approve endowment investment guidelines, specify objectives, and recommend.
  • Spending policies to the Board of Trustees.
  • The University's selection of investment firms and advisors is subject to Board approval.  The Investment Committee shall review and have oversight of the University's selection .The selection is bound by the University's procurement process.
  • The Committee shall periodically review the performance of investment vehicles to ensure adequate return on the investment.
  • The Committee shall have the power to invest and re-invest any endowment or other funds of the University, and to make such changes in investments from time to time as it may deem advisable, and to authorize and approve all purchases and sales of bonds, stocks and other investments in accordance with the authority and limitations given and imposed by resolution of the Board.
ARTICLE VI: OFFICERS OF THE UNIVERSITY

Section 1: THE PRESIDENT

  • The President shall be elected by the Board.
  • The President shall be the executive officer of the Board of Trustees, the chief educational and administrative officer of the University, and Chair of the Faculty. The President shall be the official medium of communication between the Faculty and the Board of Trustees and between the students and the Board of Trustees. The President shall recommend to the Board all promotions and appointments and admission to tenure of the Faculty; shall sign all diplomas and confer all degrees, and shall preside at all commencements; shall be responsible for the discipline of the University and for carrying out all measures officially agreed upon by the Faculty concerning matters committed to the Faculty by the Board, and for executing such other measures concerning the internal administration of the University as the Board of Trustees may direct.  The President may specifically delegate such responsibility, as a matter of routine procedure, to other officers of administration or to agencies created for the purpose subject to the approval of the Board of Trustees, but the President shall be accountable for implementation of any delegated assignments.  The President may appoint such officers and give such titles as the Board may approve, and may make temporary appointments until the next meeting of the Board in order to fill vacancies in the teaching or administration staff of the University.
  • The Board shall, if it deems it appropriate, designate an officer of the University, or a member of the Board, to act as President during absence or disability of the President.
  • The President shall hold office at the pleasure of the Trustees, and may be removed only by the affirmative vote of a majority of the voting members of the Board then in office.  No resolution to remove the President shall be considered at any meeting of the Board of Trustees unless the Secretary at least one month before the meeting shall have mailed to each member of the Board at the last known address written notice that such a resolution is to be presented.
  • The President shall make reports to the Board of Trustees at each regular meeting of the Board, containing such recommendations respecting the University as shall be deemed necessary, setting forth facts and information respecting the affairs and operations of the University, and furnishing as and when required, lists of teachers, students, and employees of the University.  The President shall each year, not later than the first day of October, make a report to the Board of all of the activities of the University, including instructional, administrative and financial, for the preceding scholastic and fiscal year.
  • In the event of a prospective or existing vacancy in the office of President, the Chair of the Board shall appoint a special committee, the members of which need not all be trustees, which, pursuant to policies and procedures approved by the Board, shall seek and evaluate candidates for the office.  The special committee shall, at a regular or special meeting, recommend one candidate to the Board of Trustees.  Twenty (20) voting members of the Board of Trustees shall constitute a quorum for the selection of a President.  After careful consideration, the Trustees shall vote by ballot.  To be elected pursuant to this section, the nominee must receive the affirmative vote of a majority of the voting Trustees present.  The commencement of the term of the person elected shall be fixed by the Board. 
  • During the absence or disability of any officer of the University, other than the President, the President with the concurrence of the Executive Committee, may appoint a substitute who shall act during the absence or disability of such officer until the next regular meeting of the Board of Trustees, or until the next special meeting of the Board called to act upon the appointment.
Section 2: VICE PRESIDENTS
One or more Vice Presidents may be appointed by the President subject to the approval of the Board. They shall serve at the pleasure of the President and perform such duties as may be assigned to them by the President.  The execution or extension of Vice Presidential employment contracts are subject to Board approval.

Section 3: THE BUSINESS AND FINANCIAL VICE PRESIDENT

  • The Business and Financial Vice President shall be appointed by the President subject to the approval of the Board. Such officer shall have charge of the business administration of the University, including general charge of the Physical Plant, and shall be directly responsible to the President.
  • The Business and Financial Vice President shall be responsible for the receipt, deposit and safekeeping of all cash, securities and funds of whatever sort belonging to or due the University and for the payment of all bills within the allotment and shall supply the President, the Board and committees of the Board with budget estimates and such other statements and information as may be requested; and under the direction of the President, shall have charge of all accounting, including that of endowment, building and operating funds, and shall be responsible for all accounting and auditing functions and procedures; and shall perform such other duties as may be assigned to him by the President.
  • The Business and Financial Vice President may also serve as Board Treasurer and may hold such other office as the President and Board may determine.
  • The Business and Financial Officer and all other employees handling cash and securities shall give bond in such amount as shall be required by the Board, and the expense thereof shall be borne by the University.
  • In the absence or disability of the Business and Financial Vice President, the President shall, subject to the approval of the Board, designate an officer of the University, a member of the Board, or any other person to act as Business and Financial Vice President.
ARTICLE VII: GENERAL COUNSEL

The Board of Trustees shall select a General Counsel, which shall represent the University in all legal matters.   General Counsel shall serve at the pleasure of the Board and may be an individual or a firm.  All matters requiring legal advice or legal action shall be referred to General Counsel.  When requested General Counsel or, if General Counsel is a firm, one of its members shall attend meetings of the Board of Trustees and of the Executive Committee.   The General Counsel and or a member of his or her law firm may not be a member of the Lincoln University Board of Trustees or to any board to which the Lincoln University Board of Trustees has nominating or appointing authority.

ARTICLE VIII: INSPECTION OF BOOKS, RECORDS AND DOCUMENTS

All minute books, documents and records of the University shall at all reasonable times be open to the inspection of the President, the Vice President, any member of the Board, or any officer when authorized by the President or by the Board of Trustees or any of the Committees of the Board pursuant to the function and purpose of such Committees.

ARTICLE IX: INDEMNIFICATION OF, AND ADVANCEMENT OF EXPENSES TO, TRUSTEES, OFFICERS, ETC.

Section 1: TRUSTEES AND OFFICERS—RIGHT TO INDEMNIFICATION
Except as prohibited by law, every Trustee and officer of the Corporation shall be entitled as of right to be indemnified by the Corporation, against expenses and any liability paid or incurred by such person Except as prohibited by law, every Trustee and officer of the Corporation shall be entitled as of right to be indemnified by the Corporation against expenses and any liability paid or incurred by such person in the defense of any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Corporation or otherwise, in which he or she may be involved in any manner, as a party, witness or otherwise, or is threatened to be made so involved, by reason of such person being or having been a Trustee or officer of the Corporation or of a subsidiary of the Corporation or by reason of the fact that such person is or was serving at the request of the Corporation as a trustee, director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as  Action ).  Persons who are not Trustees or officers of the Corporation may be similarly indemnified in respect of service to the Corporation or to another such entity at the request of the Corporation to the extent the Board of Trustees at any time designates any of such persons as entitled to the benefits of this Section. As used in this Article VII, indemnitee shall include each Trustee and officer of the Corporation and each other person designated by the Board of Trustees as entitled to the benefits of this Article VII, expenses shall include fees and expenses of counsel selected by an indemnitee and liability shall include amounts of judgments, excise taxes, fines, penalties and amounts paid in settlement.

Section 2: TRUSTEES AND OFFICERS—RIGHT TO ADVANCEMENT OF EXPENSES
Every indemnitee shall be entitled as of right to have his or her expenses in defending any Action paid in advance by the Corporation prior to final disposition of such Action, provided that the Corporation receives a written undertaking by or on behalf of the indemnitee to repay the amount advanced if it should ultimately be determined that the indemnitee is not entitled to be indemnified for such expenses.

Section 3: RIGHT OF INDEMNITEE TO INITIATE ACTION
If a written claim under Section 1 or Section 2 of this Article is not paid in full by the Corporation within thirty days after such claim has been received by the Corporation, the indemnitee may at any time thereafter initiate an Indemnitee Action to recover the unpaid amount of the claim and, if successful in whole or in part, the indemnitee shall also be entitled to be paid the expense of prosecuting such Indemnitee Action. The only defense to an Indemnitee Action to recover a claim for indemnification under Section 1 shall be that the indemnitee’s conduct was such that under Pennsylvania law the Corporation is prohibited from indemnifying the indemnitee for the amount claimed, but the burden of providing such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Trustees and independent legal counsel) to have made a determination prior to the commencement of such Indemnitee Action that indemnification of the indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including its Board of Trustees or independent legal counsel) that the Indemnitee’s conduct was such that indemnification is prohibited by Pennsylvania law, shall be a defense to such Indemnitee Action or create a presumption that the indemnitee’s conduct was such that indemnification is prohibited by Pennsylvania law.  The only defense to an Indemnitee Action to recover a claim for advancement of expenses under Section 2 shall be the indemnitee’s failure to provide the undertaking required by Section 2.

Section 4: INSURANCE AND FUNDING
The Corporation may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any Action, whether or not the Corporation would have the power to indemnify such person against such liability or expense by law or under the provisions of this Article VII. 

Section 5: NON-EXCLUSIVITY; NATURE AND EXTENT OF RIGHTS
The rights to indemnification and advancement of expenses provided for in this Article VII shall (i) not be deemed exclusive of any other rights, whether now existing or hereafter created, to which any indemnitee may be entitled under any agreement or by?law, charter provision, vote of Trustees or otherwise, (ii) be deemed to create contractual rights in favor of each indemnitae who serves the Corporation at any time while this Article VII is in effect (and each such indemnitee shall be deemed to be so serving in reliance on the provisions of this Section), and (iii) continue as to each indemnitee who has ceased to have the status pursuant to which he or she was entitled or was designated as entitled to indemnification under this Article VII and shall inure to the benefit of the heirs and legal representatives of each indemnitee.  Any amendment or repeal of this Article VII or adoption of any By?Law or provision of the Articles of the Corporation which limits in any way the right to indemnification or the right to advancement of expenses provided for in this Article VII shall operate prospectively only and shall not affect any action taken, or failure to act, by an indemnitee prior to the adoption of such amendment, repeal, By?Law or other provision.

Section 6: PARTIAL INDEMNITY
If an indemnitee is entitled under any provision of this Article VII to indemnification by the Corporation for some or a portion of the expenses or a liability paid or incurred by the indemnitee in the preparation, investigation, defense, appeal or settlement of any Action or Indemnitee Action but not, however, for the total amount thereof, the Corporation shall indemnify the indemnitee for the portion of such expenses or liability to which the indemnitee is entitled. 

Section 7: APPLICABILITY OF ARTICLE
This Article VII shall apply to every Action other than an Action filed prior to January 27, 1987, except that it shall not apply to the extent that Pennsylvania law does not permit its application to any breach of performance of duty or any failure of performance of duty by an indemnitee occurring prior to January 27, 1987.

ARTICLE X: THE FACULTY

Section 1
The Faculty shall consist of the President of the University and those whose duties are primarily instructional or in the direct supervision of instruction, classified by rank as follows:
Professor
Associate Professor 
Assistant Professor 
Instructor
Lecturer

The term Visiting may be added to any of the regular ranks in order to designate a temporary appointment to a teaching position. Teaching Assistants and Research Associates may also be appointed where appropriate, but shall not be considered members of the Faculty.

Section 2
The Faculty shall hold stated meetings while the University is in session, and in addition shall meet at the call of the President, who shall preside at such regular and special meetings.  The Faculty shall appoint a Secretary who shall keep a record of the proceedings at their meetings. They shall make such rules of procedure and provide for and appoint such committees as in their judgment may be necessary, subject to the approval of the Board of Trustees.  In the event of the absence of the President, the Provost shall preside at meetings of the Faculty. 
The voting privilege shall be extended to all Faculty members who are in the full?time employ of the University.
Section 3

The Faculty shall recommend to the Board of Trustees requirements for admission, courses of instruction, conditions of graduation, the degrees to be conferred, and rules and methods for the conduct of the educational program of the University.  The Faculty shall recommend to the Board candidates for degrees in course and for honorary degrees, and shall designate persons to receive the awards of fellowships, scholarships and prizes.  Subject to the primary authority of the President, the Faculty may participate with the President, Provost, Deans and other officers of the administration in matters of student discipline through such committee structure and under such conditions as the Board of Trustees shall approve.

ARTICLE XI: AMENDMENTS

These By-Laws may be amended, altered or repealed at any regular or special meeting of the Board, by a vote of two-thirds of all of the members present in person, provided a quorum of the Board shall be present in person and participate in the meeting.  Notice of the nature of any proposed amendment shall be given in the notice of the meeting at which action on such amendment shall be considered.

Charge to Committees 
Lincoln University Board of Trustees Charge to Committees
September, 1999
Committee Charge
Educational Policy & Academic Affairs
  • Evaluate core competencies and ways to maximize them
  • Work with the University to review and revise the tenure process
  • Consult with the President on the Strategic Planning Process
Business Affairs
  • Develop sound fiscal policies for Board action which help manage short-term financial challenges but are forward thinking in planning for the University's future financial vitality
Planning & Development
  • Develop a framework for identifying how each Trustee can be helpful in securing major financial contributions for the University's priorities
  • Put together a plan for the inauguration of Dr. Nelson
  • Work with the Development Office as it sets priorities for fundraising and "friend raising activities"
Buildings & Property
  • Focus the Committee's attention on the state of the historic and aging buildings on campus
  • Ensure that particular attention is given to resolving problems in student dormitories and living quarters
  • Determine the suitable housing for any special art, artifacts or books housed on campus
Trustees, Degrees & Nominations
  • Fill vacancies on the Board
  • Develop Board contributions policy for adoption by the Board
  • Present nominees for Honorary Degrees to the Board
  • Establish a stable new Board member orientation program and a Summer full Board planning program
  • Develop a Board policy manual
Student Affairs
  • Continue meetings that include students
  • Work closely with the Buildings & Property Committee and the Ad Hoc Committee on Technology and the Library to ensure that the plant and technological needs of the students are being addressed
Evaluations
  • Consult with Dr. Nelson on the development on his measurable goals consistent with the Presidential Priorities approved by the Board
  • Begin to work with the University in preparing the Board of Trustees for the University wide strategic planning process
  • Make recommendations on how to measure the Board's effectiveness
Audit Committee
  • Focus on the review and follow up of recommendations from the University's outside auditor and audit statements
  • Ensure that the fiscal policies adopted by the Board are executed in a manner consistent with standard accounting procedures
  • Monitor and provide oversight of the follow up by the University and where appropriate, the Board, To resolve audit findings from the commonwealth of PA auditor General and any other governmental audits
Technology & Library
  • Identify a qualified focal point for the University's operations
  • Set up technology goals, related policies and priorities that will enable the University to operate more efficiently and the students to receive education in a more effective, innovative manner
  • Provide guidance on policies regarding the library and innovative ways to leverage resources we currently have in the building
  • Look at the physical plant challenges relative to the IT infrastructure as well as the actual housing of books, periodicals and information
Ad Hoc By-laws
  • Review the Board By-laws and present a package of By-law revisions to the Board for action no later than the November, 1999 meeting
External Affairs  

Code of Conduct at Lincoln University, Revised
Preamble
Recognizing the importance of the University in the Commonwealth’s and the Nation’s system of higher education, the University, acting through its Board of Trustees, promulgates this Code of Conduct.  Unless otherwise indicated, the various provisions of this Code apply to all officers, administrators, faculty and full-time or part-time employees of the University.  Because certain University functions such as procurement have a particularly high level of vulnerability, they are dealt with in greater detail. This policy is not meant to detract from or amend any collective bargaining agreement.

Conflicts of Interest

  1. General.   It is essential that everyone within the University community including trustees, officers, and employees act only in the best interests of the University at all times and avoid behavior that involves either a real conflict of interest, or any appearance of a conflict of interest, especially under circumstances where personal use of a University affiliation may or appears to be a means of furthering personal gain.  A conflict of interest occurs when a member of the University community uses the authority of his office or employment or any confidential information received in holding the office or employment for his private pecuniary benefit or for that of a member of his Immediate Family or a business with which he or a member of his Immediate Family is associated.  Immediate Family includes a parent, spouse, child, or sibling. 
  2. Conflicting Financial Interests (General).  If an officer or employee has any power to Approve or Disapprove a Transaction proposed to be entered into between the University and any Entity that has a Significant Relationship to that officer or employee, or his Immediate Family, he has a potential conflict of interest and may not participate in the process of leading to the Approval or Disapproval of the Transaction unless the underlying facts giving rise to the potential conflict of interest are disclosed and approval for participation is obtained in writing from the individual’s supervisor.  Disclosure shall be in writing to the supervisor and the officer or employee can continue to participate in the Transaction only on terms approved in writing by the supervisor.  A Transaction includes a contract, purchase order or similar commitment of funds or resources by the University.  Approve or Disapprove means execution or a decision not to execute a University Purchase Requisition, Check Request, Purchase Order of Contract.  An Entity includes an individual, corporation, partnership, association or similar legal Entity.  A Significant Relationship exists if a person is a director, trustee, officer or employee of, a partner or member in, or has a Material Financial Interest in the Entity in question.  A Material Financial Interest is subject to review but, at a minimum, would include a situation where the employee or officer owns more than 1% of the outstanding capital (whether debt or equity) of a firm or corporation or has any interest in a partnership or association.
  3. Acquisition from Related Parties.  The University shall not knowingly solicit or acquire goods or services from any supplier or contractor that has a Significant Relationship to any officer or employee that Approves or Disapproves a Transaction with the supplier or contractor, or any employee in the Purchase Department with authority to contract or his Immediate Family.  The President of the University must approve any exception in writing of any Transaction from a related party prior to the issuance of a Purchase Order or other financial commitment on the part of the University.  If the President is the officer involved in the Transaction, approval of an exception must be by the Board of Trustees.
Outside Employment
In general, no officer of employee shall have outside employment that is inconsistent with his status as an officer or employee of the University.  Moreover, no officer or employee may work for a supplier or contractor of the University.  See also Conflicts of Interest, #3, Acquisition from Related Parties.  The University will, in the final analysis, determine what outside employment is inconsistent with University interests.  Extramural activities by the Faculty is specifically covered by the Collective Bargaining Agreement between the University and the Faculty.

Gifts

  1. Except as noted in paragraphs #2 & #3 below, no officer or employee shall accept entertainment, gifts or favors provided by any person with whom the University has business dealings under circumstances, which would suggest that the donor intends to influence the judgement or conduct of the University officer or employee.  Gifts or favors should never be solicited by a University officer or employee.  Business dealings include not only present dealings but also where the person seeks to have business dealings.
  2. Officers or employees may accept unsolicited advertising or promotional materials, such as pens, pencils, notepads, calendars and other similar items of nominal intrinsic value.  In addition, tickets to entertainment events (offered without the expectation of compensation or special consideration) may be accepted, provided that approval of acceptance by the officer of employee is received in writing from his supervisor.  Under such circumstances, the supervisor shall determine whether there appears to be or there is the possibility of there being any influence on any existing or potential business dealings before acceptance is approved.
  3. Acceptance of food and refreshment of nominal value on an infrequent, reciprocal basis in the ordinary course of a meeting is permitted. 
  4. University departments may provide a gift to an officer or employee or an officer’s or employee’s Immediate Family based upon the University officer or employee relationship under the following circumstances:
    • The departure of a long-time officer of employee.
    • Retirement of the officer or employee.
    • Illness of an officer or employee requiring hospitalization.
    • Death of an officer of employee or the officer’s or employee’s Immediate Family member.
    • Recognition of outstanding performance.
  1. No University officer of employee may accept the use of supplier or contractor property, transportation, travel packages, seminars (except those open to the general public), or similar favors unless prior supervisory approval has been sought and received in writing. In the case of the President, prior supervisory approval is by the Board of Trustees.  Supplier or contractor includes not only current suppliers or contractors but those seeking to become suppliers or contractors.  Officers and employees may receive bona fide reimbursement for actual expenses for travel and necessary subsistence when it is compatible with other restrictions set forth in this Code of Conduct and for which no reimbursement is received from the University.  However, an officer or employee may not be reimbursed for excess personal living expenses, gifts, entertainment, or other personal benefits, nor may an officer or employee be reimbursed for travel while on Official University business.
  2. Reimbursement of Faculty expenses for attendance and participation at professional conferences or meeting is addressed in the Collective Bargaining Agreement between the University and the Faculty.  Faculty reimbursement for transportation, subsistence lodging and registration fees is also addressed in the Collective Bargaining Agreement between the University and the Faculty.
  3. As a leading academic institution, the University encourages its members to participate in various extramural activities outside the employment setting that may bring professional and personal growth to the University, its departments and the individual.  Whenever the University’s name is attached, intentionally or otherwise, to the pursuit of these activities, there is at least the potential for portraying the University in an unfavorable light.  For example, improperly suggesting that the University lends its support to a commercial endeavor.  When in doubt, individuals are expected to contact their supervisor or department head before making commitments that may later have to be disavowed.
Use of Confidential Information
A conflict of interest exists when an officer or employee or his Immediate Family use for personal gain or for the benefit of others any confidential information obtained by the officer or employee as a result of his employment with the University.  Information related to Transactions is particularly sensitive.  Designs, operational procedures, technical information and pricing practices of suppliers and contractors with the University constitute commercial assess of those entities and as such, any direct or indirect use or disclosure of a supplier or contractor’s protected data by a University officer of employee, except for official business, is unethical and prohibited by this Policy.

Misuse of University Property and Misappropriation of Business Opportunities
No officer or employee of the University shall use any University equipment, supplies, or property for his own private gain or for other than officially designated purposes.  Officially designated purposes include occupancy by the President of the official residence and unrestricted use of an automobile.  In addition, a conflict of interest exist when an officer of employee, without the knowledge and consent of the University, appropriates to himself or to another, the benefits of any business venture, idea, opportunity or potential opportunity about which such officer or employee learned or developed in the course of his employment, which is related to the current or prospective business of the University.

Special Provisions for Officers & Employees in the Purchasing Department
All officers and employees in the Purchasing Department are required to have a particularly highly developed sense of professional ethics.  This is because these officers and employees are in a position to commit substantial University funds or to withhold substantial funds and rewards from suppliers or contractors who service the University.  Officers and employees in the Purchasing Department, in addition to this Code of Conduct, should review and follow the Code of Ethics established by the National Association of Educational Buyers (“NAEB”), which is attached hereto and made a part hereof.  The 12 tenants of the NAEB Code of Ethics repeat and reinforce many of the specific concepts contained in the University’s Code of Conduct.

Statement of Financial Disclosure
All officers of the University and employees in the Purchasing Department with authority to commit University funds are required annually to file with Counsel for the University, a Statement of Financial Disclosure.  The officer positions of the University are included as an attachment to this Code.

Enforcement
Any officer or employee, who refuses or fails to comply with this Code of Conduct, including the filing of a Statement of Financial Disclosure, where required, shall be subject to disciplinary action including, but not limited to, reprimands, suspensions and termination.  Every officer or employee subject to this Code of Conduct shall be required, on an annual basis, to read the Code of Conduct and sign a statement to that effect.  Each newly appointed officer and employee hired shall do the same at the time of appointment or hire.

Endowment Fund Investment Guidelines and Policies
I.  OVERVIEW 

This Statement of Investment Policy defines the investment policy, guidelines and performance objectives applicable to the assets of the Lincoln University Endowment Fund, hereafter referred to as the “Fund”.  The purpose of this document is threefold.  First, it will constitute the plan for investing the assets.  Second, it will serve as a communications tool between the Board of Trustees Investment Committee, hereafter referred to as the “Committee”, and the Investment Managers, hereafter referred to as the “Managers”.  Third, these guidelines will provide a framework to measure the ongoing progress of the investment. 

Within the constraints imposed by these policies, the Managers, who are Registered Investment Advisors, will have full discretionary powers consistent with the “Prudent Investor” rule and shall manage the assets according to their professional judgment and fiduciary obligations. 

II.  INVESTMENT GOALS 

The purpose of the University leads to three long-term investment goals (the “Goals”): 

A.     To protect the principal of gifts to assure continuation of the University’s mission. 

B.     To obtain a stable investment return that provides cash flows to meet the scholarship, educational support and other needs of the University. 

C.     To obtain growth of investments to mitigate the effects of inflation on the assets. 

III.  STATEMENT OF RESPONSIBILITY 

The Board of Trustees of Lincoln University, hereafter referred to as the “Board”, has overall fiduciary responsibility to ensure that all investable assets of the Fund are invested prudently and in conformance with the Prudent Investor Rule and applicable law and with the requirements, if any, of the donor.  The Board has delegated certain responsibilities, as defined below in paragraphs 1 through 7, to the Committee and certain officers of Lincoln University, hereafter referred to as the “University”.  The Board approved this Statement of Investment Policy on April 21, 2001. 

A.     The Committee oversees the following responsibilities and not limited to, but including:

1.     Defining the various sources of funds  that can be invested. 

2.     Establishing clear and reasonable investment objectives, policies, guidelines and goals, which includes making recommendations for changes in the Statement of Investment Policy and Objectives (the “Statement”) to the Board. 

3.     Hiring a minimum of three Managers who have an investment philosophy that is consistent with the philosophy of the University, and who can be reasonably expected to adhere to the investment guidelines (set forth in VI below the “Guidelines”) and meet the investment objectives (the “Objectives”) as established by the Committee from time to time. 

4.     Communicating to the Managers the Committee’s current and future changes in its role and responsibilities, including the Goals, the Objectives, Guidelines to which it must adhere and cash flow requirements of the University.  The Managers will be provided with a current copy of this Statement. 

5.     Terminating Managers who do not adequately discharge their duties, including, but not limited to, the failure to meet the investment Goals and Objectives, failure to adhere to the investment Guidelines, or failure to adequately communicate with the University’s Treasurer and Vice President for Fiscal Affairs or designated member(s) of the Investment  Committee.  

6.     Evaluating the performance of each Manager with regard to the investment Goals, Guidelines and Objectives.  Institute appropriate action if Objectives are not being met or guidelines are not being followed and report quarterly to the Board the Fund’s investment performance. 

7.     Approve qualified custodian(s) for the Fund’s assets. 

B.     Investment Managers.  The Committee holds the Managers responsible for the following: 

1.     The Managers are responsible for the day-to-day investment of the Fund’s assets assigned to them.  Within the Goals and the Objectives, and consistent with the Prudent Investor Rule, the Managers are to exercise full discretion as to all buy, hold and sell decisions for each security under management, subject to the Guidelines specified below. 

2.     Within the scope of these Guidelines, the Managers have discretionary authority to determine the allocation of investments among economic sectors, industries, individual securities, but in accordance with the prescribed acceptable “non-restricted” conditions and asset class allocation percentages described in the forthcoming paragraphs. 

3.     This statement should be used by the Managers as the guideline for investing the Fund’s assets assigned to them. The Managers are expected to meet the investment Objectives and adhere to the investment Goals and Guidelines. 

4.     On a quarterly basis, each of the Managers will provide the University’s Treasurer/Vice President for Fiscal Affairs with a list of the assets and assets classes held in the portfolio, transactions that occurred during the quarter and year-to-date, a listing of capital gains and losses, the costs of management including trading fees and a summary of the investment performance compared to recognized market measures as stated by the Committee. 

5.     The Managers will present annually before the Board and provide an annual commentary and analysis explaining their performance, the current and future investment environment, a description of the portfolio strategy, including emphasis on security selection and industry weighting, lastly as it pertains to mutual funds, a listing of the top ten (10) positions held by any mutual fund in which assets of the Fund is invested. 

6.     The Managers shall promptly report to the Committee any material changes in their firm’s ownership, financial condition, organizational structure, investment personnel and investment style/approach and any other event, happening or occurrence that may be perceived or realized by the University and/or Fund as a short or long-term negative collateral asset affect on monies the Managers direct at the behest of the University as its fiduciaries. 

7.     The Managers shall meet with the Committee at least annually unless excused by the Committee. 

8.     The Managers must comply with all rules and regulations regarding a fiduciary’s responsibilities in discharging its duties, which include, but are not limited to, the discharge of its duties in a prudent manner and in full compliance with all applicable laws. 

9.     The Manager must provide a written statement acknowledging acceptance of the assignment with the investment Goals, Objectives, Guidelines and performance measurement standards set forth in this document. 

IV.  INVESTMENT PERFORMANCE REVIEW AND EVALUATION 

A.     The assets of the Fund shall be invested in a manner consistent with the primary focus of Lincoln University, the Prudent Investor Rule and the Goals.  The emphasis shall be on consistency of performance and protection of the portfolio from excessive volatility in market value from year to year. 

B.    The purpose for reviewing the investment performance of the portfolio and the Managers is to determine if the Managers are meeting the Fund’s Goals and Objectives and to determine if the Managers are adding value through management. 

C.    The portfolio will be measured on a risk adjusted total rate of return basis and will be evaluated in comparison with recognized market indices as specified by the Committee.  Total rate of return is defined as the annualized rate of return measured over a specified period, inclusive of realized and unrealized gains and losses, plus income, minus investment fees including trading costs. 

D.   The Treasurer and/or Vice President for Fiscal Affairs will review the Managers’ performance on a quarterly basis.  Generally, the performance period will be over a three to five year period.  The Investment Committee will be provided with monthly statements. 

E.    The Committee may specify specific performance objectives for funds as required by the gift provisions. 

V.  ASSET ALLOCATION POLICY 

A.    Recognizing that the Fund has both current and long-term obligations, the Committee will periodically review the asset allocation guidelines established in this Statement in an effort to achieve the Goals and Investment Objectives, while diversifying among asset classes to limit risk.  Individual investment funds may have different asset mixes and quality as required by the provisions of the gift.  However, the overall mix will recognize the historical advantage of equities for appreciation and bonds for return.  The primary attributes of suitable asset category alternatives are: fundamentally sound reasons for expected returns to approximate past returns over the Fund’s planning horizon, correlation characteristics among asset categories that reduce variability of rates of returns in the total portfolio; adequate liquidity; adequate value determinations; and systematic investment management processes for alternatives within each category.  The target mix (asset allocation between equities and bonds) shall be established by the Treasurer/Vice President for Fiscal Affairs and approved by the Committee, and be reviewed at least annually.  (In General the asset allocation mix should fall within the following ranges). 

Asset Class Investment Range
Equities (including cash securities and international issues) 20%     80% equivalents, convertible
Fixed Income (including cash equivalents and international issues) 80%     20%

These actions (establishing and revising the asset allocation) shall be noted in the minutes of the Investment  Committee.  

VI.  INVESTMENT GUIDELINES 

The quality of the individual investments shall recognize the importance of safety of principal. 

1.     Fixed income securities shall be at least investment grade (BBB/Baa to AAA/Aaa) as rated by Standard & Poor’s or Moody’s.  In the case of un-rated securities, the Managers must demonstrate that it would qualify for an investment grade rating. 

2.     Equity investments shall be listed and traded on a recognized exchange and be priced daily. 

3.     Short-term investments must carry the highest rating by two nationally recognized rating agencies. 

4.     The Managers shall promptly bring to the attention of the Treasurer/Vice President for Fiscal Affairs any investment that fails to meet the quality Guidelines, along with a recommendation of retention or disposal. 

5.     Restrictions:  The following categories of securities or types of transactions are not permissible for investment and should not be part of the Fund’s portfolio: 

Ø      No Short sales

Ø      No put and call options without prior approval by the Committee, however, covered call writing can be permitted with prior approval of the Committee

Ø      No margin purchases

Ø      No private placements without prior approval by the Committee

Ø      No commodities 

Ø      No securities of the asset manager, the custodian, their parent or subsidiaries (excluding money market funds)

Ø      No junk bonds 

6.  Diversification/Concentration

Ø     Equities – (a) No more than 2.0% of the Managers’ portfolio at cost, and 6.0% at market value, shall be invested in any one company.  (b) No more than 8.33% of the Managers’ portfolio at cost, and 20.0% at market value, shall be invested in any one sector (as determined by the weightings in the S&P 500).

Ø     Fixed Income – No more than 5.0% of the Managers’ portfolio shall be invested in securities of any one issuer.  There shall be no limit on direct obligations of the United States Government. 

7.  Permissible Investment Universe

Ø     Equities – Common stocks (including convertible preferred stocks and convertible bonds) listed on either the New York Stock Exchange, American Stock Exchange or the over-the –counter market with the requirement that such stocks have adequate market liquidity relative to the size of the investment.

Ø     Fixed Income – Debt securities that are guaranteed by the United States Government, its agencies or instrumentality’s (including mortgage-backed securities). Corporate bonds, debentures, other forms of corporate debt including asset-backed securities and equipment trust certificates.  Indexed notes, Floaters, variable rate obligations, etc. Yankee Bond and other dollar denominated obligations.  

8.  Quality

Ø     Equities – Only securities classified as investment grade are permissible.  (Convertible securities must be rated single A or higher.)

Ø     Fixed Income – The portfolio should not purchase any security carrying a rating less than “A” by either Standard & Poor’s or Moody’s.  If issues are downgraded so as to violate these guidelines, the manager must either seek written permission from the “Committee”, or should judiciously liquidate them. 

9.  Turnover

Ø      Equities – There shall be no specific guidelines with regard to turnover.  The Managers are given flexibility to alter the asset mix and security selection to adjust to changing market conditions. 

10. Maturity

Ø     Fixed Income - (a) The market value weighted average maturity of the bond portfolio shall not exceed 9 years, and no holding may have an absolute maturity of more than 12 years at the time of purchase.

(b)   The “Managers” may seek written permission from the “Committee” to exceed these limits. 

11. Cash Equivalents – Consist of fixed income securities such as certificates of deposits, commercial         paper, U.S. treasury bills and other similar instruments with less than one year to maturity and/or money market funds. 

VII.  PERFORMANCE MEASUREMENT STANDARDS 

The manager is expected to achieve on average a targeted total rate of return of:

Ø      Absolute Goal – Over a market cycle, currently defined as 3-5 years, the total fund should earn a total return equal to a nominal return target range of 2% to 7%, i.e. less inflation.

VIII.  COMMONFUND FOR NON-PROFIT ORGANIZATIONS 

The following guidelines are specific to the monies invested in the CommonFund by the University and are intended to replace the general Investment Guidelines and Policies to the extent assets of the Fund are invested in the CommonFund. 

The CommonFund is a conglomerate of individual funds managed by individual managers under the policies and direction of CommonFund management.  As such, the CommonFund enjoys the advantages of diversification among a wide variety of investment vehicles with varying investment grade guidelines. Recognizing that in a broadly diversified investment program like the CommonFund, individual investments may not meet the general investment guidelines described above.  Therefore, the Committee will not apply the general quality guidelines to individual CommonFund investments. The asset allocation mix will be implemented by allocating funds among the equity and fixed income funds within the CommonFund. 

Careful review and monitoring of The CommonFund investments and performance by the Treasurer/Vice President for Fiscal Affairs shall be sufficient to meet the quality Guidelines for the CommonFund investment.  

IX.  SUMMARY 

Ø      All investments are to be made in a prudent manner

Ø     It is expected that the Manager(s) will manage the assets so that the results meet the Goals, Objectives, Guidelines and performance standards discussed in this document. 

Ø     This statement is to be used as a flexible guideline rather than a rigid document.  However, it is anticipated that any important deviation will be brought to the attention of the Committee and/or certain officers of the University as defined within this document.

GLOSSARY 

agent. An entity acting for and on behalf of a principal, which may be either a resource provider or a beneficiary. 

Authorized Trustee Banks.  Custodian. 

charitable lead trust. A trust established in connection with a split- interest agreement, in which the donor or a third-party beneficiary receives specified distribution during the agreement’s term. Upon termination of the trust, a not-for-profit organization receives the assets remaining in the trust. 

contribution. An unconditional transfer of cash or other assets to an entity or a settlement or cancellation of its liabilities in a voluntary non-reciprocal transfer by another entity acting other than as an owner 

corpus. The principal amount of a gift or trust. Usually refers to the portion of a split-interest gift or an endowment fund that must be maintained over a specified period or in perpetuity. 

designated net assets. Unrestricted net assets subject to self-imposed limits by action of the governing board. Designated net assets may be earmarked for future programs, investment, contingencies, purchase or construction of fixed assets, or other uses. 

donor-imposed restriction. A donor stipulation that specifies a use for the contributed asset that is more specific than broad limits resulting from the nature of the organization, the environment in which it operates, and the purposes specified in its articles of incorporation or bylaws, or comparable documents for an unincorporated association. A restriction on an organization’s use of the asset contributed may be temporary or permanent.  

endowment fund. An established fund of cash, securities, or other assets to provide income for the maintenance of a not-for-profit organization. The use of the assets of the fund may be permanently restricted, temporarily restricted, or unrestricted. Endowment funds are generally established by donor-restricted gifts and bequests to provide a permanent endowment, which is to provide a permanent source of income, or a term endowment, which is to provide income for specified period. The portion of permanent endowment that must be maintained permanently – not used up, expended, or otherwise exhausted – is classified as temporarily restricted net assets. An organization’s governing board may earmark a portion of its unrestricted net assets as a board-designated endowment (sometimes referred to as funds functioning as endowment or quasi-endowment funds) to be invested to provide income for a long but unspecified period. A board-designated endowment, which results from an internal designation, is not donor-restricted and is classified as unrestricted assets. 

equity/equities.  An asset class that refers to ownership, i.e., common stock, preferred stock.  

fixed income.   An asset class that refers to being a creditor of the entity, i.e., U.S. government securities, U.S. agency securities, corporate bonds, mortgage securities--Ginnie Mae, Fannie Mae. 

funds functioning as endowment. Unrestricted net assets earmarked by an organization’s governing board, rather than restricted by a donor or other outside agency, to be invested to provide income for a long but unspecified period. A board-designated endowment, which results from an internal designation, is not donor-restricted and is classified as unrestricted net assets. The governing board has the right to decide at any time to expend the principal of such funds. (Sometimes referred to as quasi-endowment funds.) 

fund raising activities. Activities undertaken to induce potential donors to contribute money, securities, services, materials, facilities, other assets, or time. They include publicizing and conducting fund raising campaigns; maintaining donor mailing lists, conducting special fund raising events; preparing and distributing fund raising manuals, instructions, and other materials; and conducting other activities involved with soliciting contributions from individuals, foundations, governments, and others. 

funds held in trust by others. Resources held and administered, at the direction of the resource provider, by an outside trustee for the benefit of the organization, frequently with the connection with a split-interest agreement or permanent endowment. 

income.  Includes net interest; net dividends; and net appreciation, over the historic dollar value realized or unrealized, in the fair market value of the assets. 

interest and dividend income. Includes net interest and dividends earned, but not net appreciation over the historic dollar value realized or unrealized, in the fair value of the assets. 

net assets. The excess or deficiency of assets over liabilities, classified according to the existence or absence of donor-imposed restriction. 

net asset class(es). The classification of net assets based upon the existence or absence of donor-imposed restrictions. 

permanent restriction. A donor-imposed restriction that stipulates that resources be maintained permanently but permits the organization to use up or expend part or all of the income (or other economic benefits) derived from the donated assets. 

permanently restricted net assets. The part of the net assets of a not-for- profit organization resulting from (a) contributions and other inflows of assets whose use by the organization is limited by donor-imposed stipulations that neither expire by passage of time nor can be fulfilled or otherwise removed by actions of the organization, (b) other asset enhancements and diminishments subject to the same kinds of stipulations, and (c) reclassifications from (or to other) classes of net assets as a consequence of donor-imposed stipulations. 

principal.  Assets of the fund not distributed under the terms of this Statement in contrast to corpus, which is the original value of gift. 

remainderman. The recipient of the corpus (remaining principal) of a trust upon termination. 

restricted support. Donor-restricted revenues or gains from contributions that increase either temporarily restricted net assets or permanently restricted net assets. 

risk.   Can be regarded as the amount of variability in principal value or uncertainty of the total rate of return. 

spending-rate. The portion of total return on investments used for fiscal needs of the current period, usually used as a budgetary method of reporting returns of investments. It is usually measured in terms of an amount or a specified percentage of a moving average market value. Typically, the selection of a spending rate emphasizes (a) the use of prudence and a systematic formula to determine the portion of cumulative investments return that can be used to support fiscal needs of the current period, and (b) the protection of endowment gifts from a loss of purchasing power as a consideration in determining the formula to be used. 

stipulation. A statement by a donor that creates a condition or restriction on the use of transferred resources. 

temporary restriction.  A donor-imposed restriction that permits the donor organization to use up or expend the donated assets as specified and is satisfied either by the passage of time or by actions of the organization. 

temporarily restricted net assets.  The part of the net assets of a not-for-profit organization resulting from (a) contributions and other inflows of assets whose use by the organization is limited by donor-imposed stipulations that either expire by the passage of time or can be fulfilled and removed by actions of the organizations pursuant to those stipulations, (b) other assets enhancements and diminishments subject to the same kind of stipulations, and (c) reclassifications to (or from) other classes of net assets as a consequence of donor-imposed stipulations, their expiration by passage of time, or their fulfillment and removal by actions of the organization pursuant to those stipulations. 

term endowment. A donor-restricted contribution that must be maintained for a specified term.  

total return. A measure of investment performance that focuses on the overall return on investments, including interest and dividend income as well as realized and unrealized gains and losses on investments. Frequently used in connection with a spending-rate formula to determine how much of that return will be used for fiscal needs of the current period. 

unrestricted net assets.  The part of net assets of a not-for-profit organization that is neither permanently restricted or temporarily restricted by donor-imposed stipulations. 

unrestricted support. Revenues or gains from contributions that are not restricted by donors. 

Prudent Investor Rule 

(a) General rule.  A fiduciary shall invest and manage property held in a trust as a prudent investor would, by considering the purposes, terms and other circumstances of the trust, and by pursuing an overall investment strategy reasonably suited to the trust.

(b) Permissible investments.  A fiduciary may invest in every kind of property and type of investment, including, but not limited to, mutual funds and similar investments, consistent with this chapter.

(c) Considerations in making investments and management decisions.  In making investment and management decisions a fiduciary shall consider, among other things, to the extent relevant to the decision or action:

  1. the size of the trust; 

  2. the nature and estimated duration of the fiduciary relationship; 

  3. the liquidity and distribution requirements of the trust; 

  4. the expected tax consequences of investment decisions or strategies and of distributions of income and principal; 

  5. the role that each investment or course of action plays in the overall investment strategy; 

  6. an asset's special relationship or special value, if any, to the purposes of the trust or to one or more of the beneficiaries; 

  7. to the extent reasonably known to the fiduciary, the needs of the beneficiaries for present and future distributions authorized or required by the governing instrument; and 

  8. to the extent reasonably known to the fiduciary, the income and resources of the beneficiaries and related trusts.

Endowment Fund Spending Policy
Subject to the donor's intent the objective of the Lincoln University Endowment Fund's (the "Fund") management of its investments is to provide a consistent level of support for current and future beneficiaries. By establishing an endowment spending policy, the Fund will aid Lincoln University (the "University") in creating a means for greater predictability in forecasting spendable income and gradual, steady growth.

The Board of Trustees of Lincoln University (the "Board"), in accordance with Section 5548 of the Non-Profit Business Corporation Law, will use the total return method to define income. The latter income is defined as being derived from capital appreciation (realized or unrealized), earnings or both as a percentage, not less than 2% or more than 7% of the Fund's assets at fair market value averaged over a period of three preceding years. Under this spending policy the spending percentage between 2% and 7% approved by the Board will be determined based on the total income as defined by the latter statement. The proposed percentage must be submitted in writing annually for the Board's approval.

 

 


 

 

 

Lincoln University of the Commonwealth of Pennsylvania
1570 Baltimore Pike, P.O. Box 179, Lincoln University, PA 19352 \ (484) 365-8000