By-LawsRevised 12/19/18; Amended 3/29/19, 8/28/20, 12/18/20
The Osher Lifelong Learning Institute at Dartmouth (herein after ‘Osher at Dartmouth’) is a volunteer, non-credit continuing education program for adults. It was established in 1990 by Charter from Dartmouth College (hereinafter ‘Dartmouth’) under the Office of the Provost. Originally it was called ILEAD, Institute for Lifelong Education at Dartmouth. The name was changed when ILEAD joined the Osher network of Lifelong Learning Institutes and the Charter was amended in January 2014. The bylaws, approved or amended, must be consistent with the provisions of the Charter.
Article I: Mission, Vision and Core Values
Osher at Dartmouth’s mission is to provide lifelong educational opportunities to residents of the greater Upper Valley and members of the Dartmouth community.
Osher at Dartmouth’s vision is to be recognized as a national leader for excellence in lifelong education.
Osher at Dartmouth Core Values:
- An unwavering commitment to lifelong education;
- Membership open to all;
- A large, diverse, high quality program, led by dedicated volunteers;
- A welcoming social environment, within and beyond the classroom;
- An appropriate fee structure that provides for financial sustainability, member affordability, and planned growth; and
- Strong, growing relationships with Dartmouth College and the Osher Foundation, with appropriate access to their facilities and expertise.
Article II: Membership and Fees
Membership is open to any adult interested in lifelong learning. Members are required to pay annual dues unless otherwise stipulated by the Leadership Council. Fees for attending study courses and other Osher at Dartmouth events are set by the Leadership Council on advice from the Finance Committee. Osher at Dartmouth’s fiscal year is July 1 -June 30.
Article III: Leadership Council
The governing body of the organization is the Osher at Dartmouth Leadership Council (hereinafter ‘Council’). It shall consist of up to 23 voting members plus two non-voting, ex officio members, the Program Manager/Executive Director and a representative appointed by the Provost. All voting members of the Council shall be Osher at Dartmouth members.
Seven of the voting members serve ex-officio:
- Chair of the Curriculum Committee
- Chair of the Summer Lecture Series Committee
- Chair of the Marketing and Communication Committee
- Chair of the Finance Committee who will serve as Treasurer
- Chair of the Planning Committee
- Chair of the Membership Services Committee
- Immediate Past President for a term of 2 years
Osher at Dartmouth members shall elect 12 voting members with four members elected each year for a three-year term. The President may appoint members to the Council subject to the approval of the Council and subject to the 23-voting member limit. The President may appoint Council members and others to ad hoc task forces as needed.
Elected members may stand for election to a second consecutive term if nominated by the Governance Committee or petitioned by members, but they may not serve more than six consecutive fiscal years on the Council. Such person shall be eligible for re-election after an interval of one fiscal year.
Any Council member may be removed by majority vote of the Council whenever in its judgment the best interests of Osher at Dartmouth would be served. Thirty days prior notice shall be given to any council member before a vote for removal may be held with respect to that member who shall have the right to appeal to the Council.
If a vacancy occurs among the elected Council members during the year, for whatever reason, a replacement may be appointed by the President, with approval of the Council for the remainder of the term. The President may appoint members to the Council as needed subject to approval of the Council. That person may stand for election to a full three-year term if nominated by the Governance Committee.
It is the responsibility of the Council to promote and advance plans necessary to carry out the mission of Osher at Dartmouth, and to create policies and programs consistent with that mission. The Council is responsible for vetting and approving annual budgets, reports to the Provost’s office and, in collaboration with the Office of the Provost, reports to the Osher Foundation. Additionally, the Council shall approve recommendations with respect to hiring/firing and managing Osher at Dartmouth administrative staff. Members of the Council are expected to prepare for and to participate in Council meetings and act in the best interests of Osher at Dartmouth. They are expected to serve on ad hoc task forces as necessary and are encouraged to join standing committees.
Notwithstanding any other provisions in Article III, Osher at Dartmouth members elected to the Council shall commence their regular terms on the following July 1st.
Article IV: Officers of the Leadership Council
The officers of the Council shall be President, President Elect/Vice President, Treasurer, and Secretary each of whom shall be elected by the Council with exception of the Treasurer who serves as ex-officio member and Chair of the Finance Committee. The officers are voting members of the Council.
The President shall serve a term of two years. The President-Elect/Vice President shall be elected to serve a two-year term commencing the first year of the President’s term. The President-Elect/Vice President shall accede to the office of President following the current President’s completion of his/her second year, or sooner if for any reason the current President cannot serve his/her complete two-year term. The Secretary shall serve a term as determined by the Council. The Treasurer serves as Chair of the Finance Committee which shall determine the length of his/her term. Term limits for Officers may be extended by a majority of the Council under special circumstances. The term of any officer will commence July 1st. The election of a new officer or officers, with the exception of the Treasurer, shall take place at the last Council meeting held prior to the Annual Meeting but no later than May 14th.
The President is the Chief Executive officer of Osher at Dartmouth and the Council and presides at all Council meetings, Annual Meetings, special meetings of the membership and all other general meetings. Should the President Elect/Vice President be unable or unwilling to serve, the Governance Committee shall propose a new candidate subject to the approval of the Leadership Council. The President and/or President Elect/Vice President serves as an ex- officio member of all committees. In consultation with the Council, the President is the appointing authority for certain positions identified in these bylaws as well as the final appointing authority for all ad hoc committees. The President is the supervising officer of Osher at Dartmouth staff. Composition and terms for Osher at Dartmouth administrative staff shall be agreed upon by the President and the Provost’s Office and submitted for approval as appropriate by the Council. Recruitment and hiring of staff and annual performance evaluations are the responsibility of the Provost’s Office and the Program Manager/Executive Director in collaboration with the President and the Leadership Council as determined on a case-by-case basis. The staff is subject to the approval and co-supervision of Dartmouth. Such personnel shall be employees of Dartmouth with compensation and benefits determined in accordance with normal Dartmouth practices; however, the funding of staff compensation and benefits shall be the responsibility of Osher at Dartmouth and will be included in the operating budget as reviewed and approved by the Council.
The President-Elect/Vice President acts as presiding and Chief Executive Officer in the absence of the President.
The Secretary is responsible for recording and preserving minutes of all official Council and Membership meetings and provides members of the Council with copies of the minutes prior to the following meeting and posts them on the Osher at Dartmouth website. (Osher.Dartmouth.edu)
The Treasurer is responsible for overseeing all financial aspects of the organization including the budget. The Treasurer chairs the Finance Committee and is elected by its members.
Article V: Meetings of the Leadership Council
The Council shall meet monthly or at other intervals that the Council may determine.
Fifty percent of the voting members shall constitute a quorum for any meeting of the Council and shall be present in person or electronically to conduct official business. The President or any five Council members may call a special meeting to be conducted electronically or in person in order to decide a matter that cannot wait until the next regularly scheduled meeting. Notice of the special meeting must be sent electronically or by mail to all Council members at least 48 hours in advance.
Article VI: The Governance Committee
The Governance Committee consists of an even number of Council members appointed by the President. The Immediate Past President shall be an additional member of the Committee. The Governance Committee is responsible for vetting, recruiting and nominating new Council members and officers. Such nominations will be presented to the Council for approval. The President shall nominate the Chair of the Governance Committee, the appointment being subject to confirmation by the members of the committee. The Governance Committee is responsible for ensuring a constant, disciplined attention to succession planning of Council members and, when necessary, Committee leadership; broadening the recruitment of new Council members from Osher at Dartmouth’s entire membership; ensuring the timeliness, clarity, consistency, transparency, and understanding of key policies governing Osher at Dartmouth’s operations; recommending bylaw additions or changes when needed; ensuring that Osher at Dartmouth is operating in accordance with its bylaws.
The Governance Committee shall accept for nomination to the Council Osher at Dartmouth members whose names have been submitted by petition. To be valid at least five (5) current Osher at Dartmouth members must sign the petition and deliver it to the Governance Committee by February 1 for the upcoming year.
The Governance Committee may nominate more Osher at Dartmouth members than there are open positions on the Council whether or not there are any candidates on the ballot as a result of petition. Petition candidates shall not be so identified on ballots submitted to the Osher at Dartmouth members.
The Governance Committee shall provide advice and counsel to other Osher at Dartmouth standing committees and to the Leadership Council on all governance matters affecting Osher at Dartmouth.
Article VII: Elections
The Governance Committee shall be responsible for conducting elections of Osher at Dartmouth members to the Council in the spring of each year with those elected members beginning their terms on the following July 1. The means for voting may include paper ballots either mailed or hand delivered, email, the internet, or any combination that affords all Osher at Dartmouth members the opportunity to vote.
If there are any candidates running for a partial term (i.e. less than three years for the Council) they shall be so identified and elected separately from those running for full terms. If there are more candidates than openings for a particular position, the open positions shall be filled by those candidates receiving the greatest number of votes. The Governance Committee shall schedule the election so that the results will be known on or before May 14th.
Article VIII: Standing Committees
There shall be the following standing committees and others deemed necessary by the Council. All voting members of standing committees shall be members of Osher at Dartmouth. Each committee shall have at least three members and a Chair and Vice Chair or Co-Chair. The Chair of each committee shall be appointed by the President. The Vice Chair or Co-Chair shall be appointed by the Chair. A staff member appointed by the Program Manager will be a non-voting ex officio member of each standing committee. Each Committee shall be responsible for determining the appropriate size of the committee, terms of office, possibility for re-appointment and related issues, subject to approval of the Council. It is understood that broadening the recruitment of new committee members is desirable. Each Committee will work with the Finance Committee in the development of their budget and be responsible for working within the budget.
The Curriculum Committee recruits qualified study leaders, initiates and receives suggestions for new courses and special lectures, monitors course content for the catalogs, reviews and evaluates programs and courses, assists study leaders in improving offerings and determines suitability of course subjects.
The Summer Lecture Series Committee is responsible for all aspects of the Summer Lecture Series including but not limited to: selection of the theme each year; contact, recruitment, cultivation of and agreements with speakers; arrangements and details of marketing and promotion working with the Marketing and Communication Committee; bookings and arrangements with an appropriate presentation venue; travel, accommodation and entertainment arrangements for speakers; solicitation of underwriters and sponsors and development and tracking of budgets covering the event working with the Finance Committee.
The Finance Committee is responsible for all Osher at Dartmouth financial matters. The Finance Committee, working with Standing Committees, reviews and approves monthly reports, prepares the annual budget for Council approval and presents a full financial report when end of year numbers are available from Dartmouth at the end of the fiscal year. The Finance Committee shall elect a Chairman of the Committee who shall be Treasurer of Osher at Dartmouth and serve ex-officio on the Council. The Program Manager is an ex-officio member of the Finance Committee.
The Marketing and Communications Committee coordinates multiple functions concerning internal and external Osher at Dartmouth communications and publicity. The Committee is responsible for Osher at Dartmouth’s communications tools: newsletter; website; publicity for lectures; publicity for the Summer Lecture Series working with that Committee; driving membership growth; publicity for other Osher at Dartmouth sponsored events and programs; any other communications determined by the Chair. They are also responsible for ensuring that all aspects of the Osher at Dartmouth brand are clearly and consistently expressed in Osher at Dartmouth communications except where impractical to implement.
The Planning Committee is responsible for examining the future needs of Osher at Dartmouth and shall develop periodic strategic plans to address those needs. The Planning Committee shall also have the responsibility to develop fund-raising programs to support needs designated by the Leadership Council. All efforts shall be made to ensure the Curriculum, Finance and Marketing Committees are represented on the Planning Committee.
The Membership Services Committee is responsible for providing programs and activities to promote socialization among members.
Article IX: Ad Hoc Committees
There shall also be such ad hoc committees as the President may appoint. Ad hoc committees shall consist of board members, Osher at Dartmouth members and others and may be chaired by persons from the membership at large. The length of term may vary depending on the issue(s) under review.
Article X: Membership Meetings
A meeting of the Osher at Dartmouth membership shall be held annually. The agenda shall include the announcement of newly elected members of the Council, a review of the past year’s operations and plans for the year ahead.
Other meetings of Osher at Dartmouth membership may be called by the Council or by any twenty-five (25) current Osher at Dartmouth members with notice sent to the membership at least 14 days in advance.
Article XI: Amendment of the Bylaws
Proposed amendments to these bylaws may be initiated by the action of the Governance Committee and shall require ratification by vote of two-thirds of the Council.