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The College Board Restated and Amended Bylaws

I. Nature and Purpose

The College Board is a not-for-profit membership corporation operating for educational purposes under a Charter granted by the Board of Regents of the University of the State of New York and on behalf of the New York State Education Department.
Members of the College Board are secondary and postsecondary institutions, districts and systems, and nonprofit educational associations, organizations, and agencies serving secondary and/or postsecondary education.
The purpose of the College Board is to serve educational organizations in connection with the transition of students from secondary schools to colleges and other institutions of higher learning and in the coordination of secondary school and higher education activities relating to the identification and evaluation of student performance and capabilities, the admission and educational guidance of students, and the development and coordination of related research, programs, and services. In carrying out these activities, the College Board demonstrates its commitment to access and equity for all students.

II. Governance

The business and affairs of the College Board shall be governed by the Board of Trustees and managed by the CEO or chief executive officer, the title of which shall be determined by the officer and the Board of Trustees. Solely for purposes of these Bylaws, CEO shall be used to refer to such officer.
The Board of Trustees shall have the power to act for the College Board in intervals between duly called meetings of the Members, including the right to exercise any power granted to the College Board by the Charter or by these Bylaws. Unless otherwise provided, the Board of Trustees shall make its own rules as to meetings and procedure.
The Board of Trustees shall periodically review the governance and advisory structures of the College Board to make sure that they serve the evolving needs of the College Board. Such a review shall occur no less frequently than once every ten (10) years.

III. Membership

The Board of Trustees shall establish and appoint a Trustee Committee on Membership to deal with issues relating to membership and shall authorize the Committee, with the approval of the Board of Trustees, to interpret and apply the criteria of eligibility for membership set forth in this Article.
There is a single category of membership called “Member.”
It is the responsibility of College Board Members to support equitable access to educational opportunities, admission, financial aid, and continuing enrollment for all students. The faithful discharge of this responsibility is a condition of initial and continuing membership, and is subject only to the right of an educational institution to define its mission in terms of educating persons of the same gender or of a particular religious faith as long as all persons of that gender or particular religious faith are dealt with in an equitable manner.
In connection with paragraph C of this Article and with the approval of the Board of Trustees, the Trustee Committee on Membership shall develop and provide a written statement of its interpretation of a membership nondiscrimination policy. As a condition of membership, Members shall comply with this nondiscrimination policy.
New Members shall be elected on application to the Secretary of the College Board and recommendation of the Board of Trustees by a majority vote of the Members at a duly called meeting.
To be eligible for election:
1. Secondary and postsecondary schools and institutions must be appropriately accredited and make regular use of one or more College Board programs and services.
2. Secondary districts and postsecondary systems must have demonstrated an interest in and support for the work of the College Board. They must contain within the district or system an institution eligible for membership in the College Board and permit eligible individual institution(s) within the district or system to be Member(s) of the College Board.
3. Nonprofit educational associations, organizations, and agencies serving postsecondary/higher and secondary education must be significantly engaged in activity in furtherance of education that has a special relevance to the purposes of the College Board.
The membership of any Member may be terminated at any time by the submission of its resignation in writing to the Secretary of the College Board. Membership may be terminated at any time by the Board of Trustees and shall terminate automatically if the conditions of eligibility for membership cease to exist.

IV. Assemblies

To advance the purpose of the College Board, as referenced in Article 1.C. of these Bylaws, including the commitment to access and equity, the College Board shall establish Assemblies as part of its governance and advisory structures. There shall be the following Assemblies: Academic Assembly, Counseling and Admission Assembly, CSS/Financial Assistance Assembly, and six (6) Regional Assemblies.
The Academic Assembly shall, as an advisory forum, inform and influence issues, research, policies, programs, and standards related to providing universal access to high standards of teaching and learning. It shall participate in the governance of the College Board by electing two (2) Trustees, as provided in Article X of these Bylaws and the Governance Plan of the Academic Assembly.
The Counseling and Admission Assembly shall, as an advisory forum, inform and influence issues, research, policies, programs, and standards related to providing opportunities for all students at critical educational transition points in their lives. It shall participate in the governance of the College Board by electing two (2) Trustees, as provided in Article X of these Bylaws and the Governance Plan of the Counseling and Admission Assembly.
The CSS/Financial Assistance Assembly, building on its College Scholarship Service legacy, shall, as an advisory forum, inform and influence issues, research, policies, programs, and standards related to providing financial guidance and assistance to students, including all economic aspects of postsecondary attendance, affordability, and access. It shall participate in the governance of the College Board by electing two (2) Trustees, as provided in Article X of these Bylaws and the Governance Plan of the CSS/Financial Assistance Assembly.
There shall be six (6) Regional Assemblies of the College Board: Middle States, Midwest, New England, South, Southwest, and West. Each Regional Assembly shall be composed of delegates of all Members located in the geographical areas specified for each Assembly in each Regional Assembly Governance Plan. The geographical location of a Member shall determine its association with one of the Regional Assemblies. A Member not located within the geographical area of a Regional Assembly shall be assigned to one (1) of the Regional Assemblies by the Board of Trustees.
As provided in Article X of these Bylaws and their respective Governance Plans, the Regional Assemblies shall participate in the governance of the College Board by electing nine (9) members of the Board of Trustees, one (1) from each Regional Assembly. The additional three (3) members shall be elected from three (3) of the Regional Assemblies on a rotating basis on a schedule determined by the Board of Trustees.
Consistent with the purpose of the College Board, each Assembly shall provide a forum for its delegates:
1. To further the understanding of the purpose of the College Board and of the utilization of its research, programs, and services;
2. To discuss, review, and inform the research, programs, and services provided by the College Board and the policies and practices involved in the research, programs,and services;
3. To identify issues facing Members that the College Board might usefully endeavor to assist in solving by developing new research, programs, and services;
4. To exchange ideas on matters of educational concern relevant to the purposes and research, programs, and services of the College Board;
5. To consider and adopt recommendations for transmission to the Board of Trustees and officers of the College Board and resolutions to be presented to the Annual Meeting of the Members.
Each Assembly shall adopt a written governance plan to facilitate the performance of its functions, which will be effective on approval by the Board of Trustees. Any amendments thereto shall be effective on the approval of the Board of Trustees.
An Assembly is not authorized to make legally enforceable commitments or to incur liabilities of any kind on behalf of the College Board. The necessary and reasonable expenses of operating an Assembly and supporting special projects shall be defrayed in accordance with the normal budgetary procedures of the College Board.
The procedure for nominating and electing Assembly-elected Trustees shall be prescribed in the Governance Plan for each Assembly, and designed to accord each Member that has representation in the Assembly full opportunity to participate in such nominations and elections.

V. Delegates

Each Member shall appoint up to four (4) delegates to participate on behalf of such Member in the governance and forums of the College Board. The persons so appointed shall represent the Member in meetings of the Assemblies and Members. Each Member shall designate a delegate to represent the Member in each of the following Assemblies: the Academic Assembly, the Counseling and Admission Assembly, and the CSS/Financial Assistance Assembly. One (1) delegate shall be designated to represent and vote on behalf of such Member on matters put before its Regional Assembly or the entire membership.
Each Member shall designate its delegates by written notice to the Secretary of the College Board. Each Member may select an alternate to act in the absence or incapacity of a delegate by providing written notice to the Secretary of the College Board. The designated delegates or alternates must be affiliated with the Member.
No delegate shall represent more than one (1) Member, unless such delegate has been appointed a proxy of another Member pursuant to Article VI.E. of these Bylaws.
On issues that are submitted to a vote of an Assembly, each Member is entitled to one (1) vote.

VI. Voting of Members and Delegates

On issues that are submitted to a vote of the Members, each Member is entitled to one (1) vote.
A Member may authorize another person as a proxy to act for it by written notice to the Secretary of the College Board for any issues that are submitted to a vote of the Members at a duly called meeting. A proxy may be a person not affiliated with the Member.
The vote of a Member shall be cast by its delegate, alternate, or duly authorized proxy. To cast a vote at a meeting, a delegate or alternate must be present, or the Secretary of the College Board must have received the Member’s proxy in a timely manner. To the extent permitted by law and used by the College Board, present may include electronic participation in a meeting and/or receipt of a Member’s vote in advance of the meeting.
Any reference in these Bylaws to a majority vote or a percentage vote of the Members shall mean a vote by a majority or percentage vote, as the case may be, of the votes cast at a duly called meeting of the Members.
On issues that are submitted to a vote of the Members, the delegate, alternate, or proxy appointed to represent the Member shall cast its one (1) vote on behalf of the Member. For issues that are submitted to the Assemblies, the delegate, alternate, or proxy appointed to represent the Member in that Assembly shall cast its one (1) vote on behalf of the Member.

VII. Annual Meeting of Members

The Members shall meet annually at a time and place to be determined by the Board of Trustees. The Members shall be advised of the date of the Annual Meeting of Members at least twelve (12) months in advance.
The Secretary of the College Board shall send a formal notice of the Annual Meeting of Members to all Members at least two (2) weeks in advance thereof. The formal notice of the meeting shall specify the items of business to be considered at the meeting and shall set forth the text of any resolutions pertaining thereto proposed by the Board of Trustees, an Assembly, or a Member. To be included in the formal notice of the meeting, a resolution proposed by an Assembly or a Member must be submitted in writing to the Secretary of the College Board at least eight (8) weeks before the meeting.
One hundred (100) Members entitled to vote shall constitute a quorum for the Annual Meeting of Members. Ten (10) percent of the Members entitled to vote shall constitute a quorum for any Special Meeting of Members.
A resolution pertaining to an item of business or any portion thereof, the text of which has been set forth in the formal notice of the meeting in accordance with paragraph B of this Article requires the approval by a majority vote. A resolution pertaining to a proposed amendment to an item of business duly set forth or portion thereof may be introduced at the meeting by a Member and, if approved by a two-thirds vote of the meeting, included in the original resolution for consideration by the Members at the meeting.
A resolution pertaining to an item of business, the text of which has not been set forth in the formal notice of the meeting in accordance with paragraph B of this Article, may be introduced at the meeting by a Member and, if so directed by a two-thirds vote of the meeting, submitted to a vote of the Members at a subsequent duly called meeting.
Elections
1. When the Trustee Committee on Nominations nominates only one (1) individual for each Trustee or officer vacancy, and when or insofar as no nominations have been made for a Trustee or officer vacancy in addition to those proposed by the Trustee Committee on Nominations, the nominees proposed by the Committee shall be elected by a majority vote of the meeting.
2. Whenever there are multiple nominations for the same Trustee or officer vacancy, whether as a result of the proposals of the Trustee Committee on Nominations or of nominations by petition or nominations made at the Annual Meeting of Members, in accordance with Article XI of these Bylaws, the multiple nominations so made shall be submitted to a vote at the meeting, and the nominee receiving the largest number of votes, whether or not such votes constitute a majority of the votes cast for all nominees, shall be elected.

VIII. Special Meeting of Members

The Board of Trustees may call a Special Meeting of Members at any time and place, and the Secretary of the College Board shall send a notice of such meeting to all Members at least two (2) weeks in advance thereof.
No business shall be considered at a Special Meeting other than matters presented by the Board of Trustees and specified in the notice of the meeting.
The provisions of Article VII of these Bylaws, which detail the governing procedure at the Annual Meeting of Members, shall apply, insofar as relevant, to Special Meetings.

IX. Dues of Members

The membership dues of the College Board shall be fixed from time to time by the Board of Trustees. A Member that is in default for the payment of its dues at the opening of the Annual Meeting of Members is not eligible to vote at that meeting or thereafter until its dues have been paid. A membership shall terminate upon the adjournment of the Annual Meeting of Members if dues have not been paid for the two (2) previous successive years.

X. Board of Trustees

The Board of Trustees shall be composed of thirty-one (31) voting members, as follows:
1. The chair, the vice chair, the immediate past chair, and the CEO, as members ex officio.
2. Nine (9) Trustees elected by the six (6) Regional Assemblies, one (1) each, with the additional three (3) to be elected on a rotating basis as provided in Article IV.E of these Bylaws.
3. Six (6) Trustees elected by the Academic, Counseling and Admission, and CSS/Financial Assistance Assemblies, two (2) each, as provided in Article IV. B, C, and D of these Bylaws.
4. Twelve (12) Trustees elected by the Members, in accordance with the procedure specified in Articles VII and VIII of these Bylaws.
Except for the positions of the chair, vice chair, past chair, and CEO, Trustees shall be elected for a term of four (4) years, commencing at the adjournment of the Annual Meeting of Members subsequent to the election of such Trustees and expiring at the adjournment of the Annual Meeting four (4) years hence, or until a successor has been appointed or elected. The Trustees so elected are not eligible for immediate reelection. The positions of chair and vice chair shall be elected for a term of two (2) years, commencing at the adjournment of the Annual Meeting of Members subsequent to the election of such officers and expiring at the adjournment of the Annual Meeting two (2) years hence, or until a successor has been appointed or elected. The chair and vice chair are eligible for immediate reelection. The past chair serves for the two years immediately following a term as chair.
Whenever a vacancy occurs among the Trustees to be elected by an Assembly, a successor shall be chosen by the Assembly in a accordance with these Bylaws and its Governance Plan, except that when a vacancy occurs before the expiration of a term, the applicable Assembly may designate a person to serve as Trustee until a successor can be elected by the Assembly. A successor shall be elected for the unexpired term of a predecessor in office unless only one (1) year remains in the unexpired term, in which case the successor shall be elected for a full term in addition to that one (1) year.
Whenever a vacancy occurs among the Trustees to be elected by the Members as a whole, a successor shall be chosen by the Members in accordance with Articles VII and VIII of these Bylaws, except that when a vacancy occurs before the expiration of a term, the Board of Trustees may designate a person to serve as Trustee until a successor can be elected by the Members. A successor shall be elected for the unexpired term of the predecessor in office unless only one (1) year remains in the unexpired term, in which case the successor shall be elected for a full term in addition to that one (1) year.

XI. Nomination of Trustees

The Board of Trustees shall establish and appoint a Trustee Committee on Nominations to solicit, evaluate, and propose nominees for those members of the Board of Trustees who are to be elected at the next Annual Meeting of Members and nominees for the offices of chair and vice chair if a vacancy in such offices, or either of them, has or will occur by expiration of terms of office at the time of the Meeting. No member of the Committee shall be eligible for any such nomination. The Committee shall include at least two (2) persons not currently serving on the Board of Trustees. The procedures for nominating Trustees and officers shall be designed to accord each Member a full opportunity to participate in such nominations.
The Trustee Committee on Nominations shall file its report with the Secretary of the College Board at least twelve (12) weeks before the Annual Meeting of Members, proposing in its discretion either a single nomination for each Trustee and officer vacancy to be filled or multiple nominations for any such vacancy. The report of the Committee shall be distributed by the Secretary of the College Board to all Members at least eight (8) weeks before the Annual Meeting of Members.
An additional nomination for a vacancy for which the Trustee Committee on Nominations has proposed a nomination or nominations may be made by a petition signed by a delegate of each of fifty (50) Members. A nominating petition must be filed with the Secretary of the College Board at least four (4) weeks before the Annual Meeting of Members.
Additional nominations for any vacancy may be proposed at the Annual Meeting of Members by any Member represented at the meeting, but no such nomination shall be effective unless it is approved as a nomination by a majority vote of the Members at the meeting.

XII. Meetings of Trustees

Regular meetings of the Board of Trustees shall be convened periodically at times and places that shall be made known to the Members.
Special meetings of the Board of Trustees may be called by the chair, the Secretary of the College Board, or at the written request of two (2) Trustees to the Secretary of the College Board.
At all meetings of the Board of Trustees, the presence of a majority of the entire number of voting Trustees shall be necessary to constitute a quorum sufficient for the transaction of business; and any act of a majority present at a meeting at which there is a quorum shall be the act of the Board of Trustees, except as may be otherwise specifically provided by applicable law, the Charter of the College Board, or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Trustees, the Trustees present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Unless otherwise restricted by the Charter of the College Board or these Bylaws, any action required or permitted to be taken by the Board of Trustees or any committee thereof may be taken without a meeting if all members of the Board of Trustees or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Trustees or the committee, which may be signed in counterparts, shall be filed with the minutes of proceedings of the Board of Trustees or the committee.
Unless otherwise restricted by the Charter of the College Board or these Bylaws, any one (1) or more members of the Board of Trustees or any committee thereof may participate in a meeting of the Board of Trustees or such committee by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear one another at the same time, and such participation shall constitute presence in person at the meeting.

XIII. Resignation of Trustees

Any member of the Board of Trustees may resign by delivering a written resignation to the Secretary of the College Board.

XIV. Trustee Committees

The Board of Trustees may establish “Committees of the Board of Trustees,” composed only of Trustees with the authority to bind the Board of Trustees, and/or “Committees of the Corporation,” composed of Trustees and/or non-Trustees, with advisory responsibility, as it may deem advisable. Each Committee shall have the authority and perform the duties delegated to it by the Board of Trustees in accordance with the requirements and limitations of New York State Not-for-Profit Law (“NYSNPL”). Committees, other than the Executive Committee and any other “Committee of the Board of Trustees” shall be “Committees of the Corporation.” Such Committees of the Corporation shall be appointed by the chair of the Board of Trustees. The chair of the Board of Trustees may designate one or more Trustees as alternate members of any committee, who may replace any absent member or members at any meeting of such Committees of the Corporation.
The Board of Trustees, by resolution adopted by at least three-quarters of the Trustees present at the time of the vote where a quorum has been established, may designate from among its Trustees an Executive Committee or other committees of the Board of Trustees, consisting of three or more Trustees, which shall have all the authority of the Board of Trustees, to the extent provided in such resolution and permitted by NYSNPL.

XV. Reimbursement for Expenses

Members of the Board of Trustees and committees may be reimbursed for necessary expenses incurred in the performance of the duties of their offices pursuant to regulations prescribed by the Board of Trustees.

XVI. Officers

The officers of the College Board shall be a chair and a vice chair elected by the Members and a CEO, a secretary, a treasurer, and such other officers as the Board of Trustees may determine, appointed by the Board of Trustees and holding office during its pleasure. Any offices filled by appointment, except those of CEO and secretary, may also be combined. No officer, except the chair and vice chair, need be affiliated with a Member of the College Board at the time of election.
The chair and vice chair shall be elected to such offices for a term of two (2) years. They shall serve for such term and until the election of their respective successors. A vacancy in the office of chair or vice chair shall be filled for the unexpired term at the next Meeting of Members. An election for chair or vice chair shall be conducted in accordance with Articles VI and VIII of these Bylaws.
The officers, except the chair and vice chair, may receive compensation for the performance of duties associated with the office. The Board of Trustees determines the compensation of the CEO.

XVII. Duties of Officers

The chair shall preside at all meetings of the Members and of the Board of Trustees and shall appoint committees, subject to the approval of the Board of Trustees.
The vice chair shall perform the duties of the chair in the event of the chair’s inability to serve or on the delegation of the chair.
The CEO, subject to the authority of the Board of Trustees, shall be the chief executive officer of the College Board, responsible for carrying out its purposes in accordance with the policies determined by the Board of Trustees. The CEO shall appoint members of the staff, shall make an annual report on the business of the College Board, and shall execute all contracts or agreements and transfers of property on behalf of the College Board in accordance with the requirements of applicable law and Board of Trustees policies. In the event of a vacancy in the office of the CEO or the incapacity or absence of the CEO, the duties of the office shall be performed by such other officer(s) as the Board of Trustees may designate.
The secretary and the treasurer shall have the powers and discharge the duties that usually pertain to their respective offices or that the Board of Trustees or the CEO may prescribe.
Any other officers appointed by the Board of Trustees shall have such duties as may be assigned to them from time to time by the Board of Trustees or the CEO.
The CEO, the secretary, and the treasurer may delegate the performance of specific aspects of the duties of their respective offices to persons subject to their supervision, but such delegation shall not diminish the responsibility of the officer for the discharge of the duty involved.

XVIII. Indemnification of Trustees and Officers

The College Board shall, to the fullest extent now or hereafter permitted by law, indemnify any Trustee or officer of the College Board against judgments, fines, amounts made in settlements, and reasonable expenses including attorneys’ fees. The College Board shall have the power to purchase and maintain insurance to indemnify the College Board and its Trustees and officers to the full extent such indemnification is permitted by law.

XIX. Audit

The Board of Trustees shall employ a professional accounting firm, which shall make an annual audit of the College Board’s accounts and shall supply such other accounting services as may be required. The accountants’ report shall be open to inspection by any delegate of a Member.

XX. Notices and Waivers

Whenever any notice is required by law, the Charter, or these Bylaws to be given to any Member, Trustee, or officer, such notice, except as otherwise provided by law, may be given personally, or by mail, electronic transmission, or overnight courier. Any written waiver signed by the person entitled to such notice, or made by electronic transmission, whether before or after the meeting or the time stated therein, shall be deemed equivalent in all respects to such notice to the fullest extent permitted by law. Attendance at any meeting shall be considered waiver of the notice requirement.

XXI. Electronic Signatures

Wherever a written instrument is required to be executed hereunder, an electronic signature, to the extent permitted by applicable law, shall be deemed to be a written signature.

XXII. Statement of Nondiscrimination

In all its dealings, neither the College Board nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, ethnicity, national origin, marital status, veteran status, sexual orientation, gender identity and expression, mental or physical disability, or any category protected by state and federal law.

XXIII. Seal of the Corporation

The seal of the College Board shall bear the name “College Board,” “1957” (the year of organization), and the words “Corporate Seal,” “Not-for-Profit,” and “New York.”

XXIV. Amendments to the Charter, Bylaws, and Suspension of the Bylaws

The College Board shall petition the Board of Regents for amendment of its Charter whenever a proposed amendment is approved in accordance with this Article.
Any Member, Trustee, or Assembly may propose an amendment of the Charter or of these Bylaws. Any such proposal must be made for consideration at the Annual Meeting of Members and must be filed with the Secretary of the College Board eight (8) weeks before such meeting, and the text thereof shall be set forth in the formal notice of the meeting sent to all the Members. Such a proposal to amend the Charter or Bylaws may be made for consideration at a Special Meeting called by the Board of Trustees, in accordance with Article VIII of these Bylaws.
A proposed amendment of the Charter, the text of which has been set forth in the formal notice of the Annual Meeting of Members in accordance with Article VII of these Bylaws, requires the approval by a two-thirds vote. A resolution amending the proposed duly set forth amendment to the Charter, or portion thereof, may be introduced at the meeting and, if so directed by a two-thirds vote of the meeting, submitted to a vote of the Members at a subsequent duly called meeting.
A proposed amendment of the Bylaws, the text of which has been set forth in the formal notice of the Annual Meeting of Members in accordance with Article VII of these Bylaws, requires the approval by a majority vote. A resolution amending the proposed duly set forth amendment to the Bylaws or portion thereof may be introduced at the meeting and, if so directed by a two-thirds vote of the meeting, submitted to a vote of the Members at a subsequent duly called meeting.
The Bylaws of the College Board may be suspended at a duly called meeting of Members at which a quorum is present by unanimous consent of the Members in attendance.

Approved October 24, 2018.