Digitized by the Internet Archive in 2012 with funding from LYRASIS Members and Sloan Foundation http://archive.org/details/columbiatheologiOOcolu COLUMBIA THEOLOGICAL SEMINARY Bylaws and Plan of Government John feulow Campbell library Columbia Theological Seminary _Pe*ttVfcGa. 30031 COLUMBIA THEOLOGICAL SEMINARY Bylaws and Plan of Government ARTICLE I Purpose and Organization 1. Purpose . Columbia Theological Seminary, Inc. (the "Seminary") is an educational institution of the Presbyterian Church (U.S.A.) (the "PCUSA"), and a community of theological inquiry and formation for ministry in the service of the church of Jesus Christ. The Seminary shall have all authority and power to engage in any and all activities which are necessary or incidental to such purpose in addition to the powers conferred upon nonprofit corporations by law. 2. Organization . The Seminary is a corporation not for profit, without members, organized under the laws of the State of Georgia. The Seminary shall be governed by a Board of Trustees (the "Board") of forty-one (41) persons elected by the Synods of South Atlantic and Living Waters (the "Synods"), and by the Board, as hereinafter provided. The Board shall make an annual report to each of the Synods and to the General Assembly of the PCUSA. ARTICLE II -- Board of Trustees 1. Membership and Election . The Board shall consist of forty-one (41) persons, one of whom shall be the President of the Seminary. Of the remainder, twenty-one (21) shall be elected by the Synod of South Atlantic, nine (9) by the Synod of Living Waters, and ten (10) by the Board. One of the ten persons elected by the Board shall be a student. All trustees elected by the Synods shall be ministers, officers, or active members of the PCUSA. All vacancies may be filled by the Board for the remainder of an unexpired term. Principles of diversity and inclusiveness shall be observed in the election of trustees by the parties responsible. 2. Term of Office . Each trustee, other than the President and the student trustee, shall be elected for a three (3) year term. The student Trustee's term shall be one year. Any trustee may succeed him/herself, but no trustee elected by the Board having served a full term may succeed himself/herself more than twice, and no trustee elected by a Synod may serve more than the number of terms established by the electing Synod. All newly elected trustees shall take office at the spring meeting of the Board next following their election and shall serve until the end of the term or until their successor is elected and qualified, whichever is later. 3. Affirmation . Each trustee shall answer the following question in the affirmative before taking office: Do you approve the Plan of Government of Columbia Theological Seminary and solemnly declare in the presence of God to endeavor faithfully to carry out its provisions, to perform your duties as trustee thereunder and to promote the purposes of the Seminary as therein expressed? Due record in the minutes of the Seminary shall be made of the question and response of each trustee. 4. Meetings . The Board shall meet at least annually. Ordinarily there shall be two regular meetings each year, one in the fall, which shall be the annual meeting, and one in the spring, the dates to be determined by the Board. Meetings may be adjourned to a time and place specified by the Board. Special meetings may be called by the Chair of the Board, or upon vote of the Executive Committee of the Board, or upon written demand of no less than eight (8) trustees. Written notice of each meeting and the general nature of the business to be conducted shall be furnished to each trustee no later than ten (10) days prior to the date of the meeting. A majority of trustees shall constitute a quorum for the transaction of business, provided that at least one trustee elected by each Synod is present. Trustees may be reimbursed for their ordinary and reasonable expenses incurred for travel to and attendance at meetings of the Board and its committees, or otherwise incurred by them in the furtherance of the business of the Seminary. 5. Powers . The Board shall establish policies and have ultimate responsibility for the conduct of the affairs of the Seminary. It shall elect the President of the Seminary, all faculty members and such other administrative officers as may be necessary for the efficient conduct of the Seminary's business in the manner hereinafter provided. The Board shall prescribe the duties of the President, the Faculty and such administrative officers and shall provide for their compensation. The Board shall establish the annual budget of the Seminary. It shall, in general, do whatever is necessary for the welfare of the Seminary and the accomplishment of its purpose, consistent with this Plan of Government, the constitution of the PCUSA and applicable law. No real property of the Seminary shall be conveyed, transferred or mortgaged and no major addition, alteration or improvement to the Seminary's buildings shall be made without the approval of the Board. 6. Committees . The Board shall be organized into appropriate committees to expedite the consideration of its business and to develop plans for the future life of the Seminary. The committees shall include the following: A. Executive Committee . The Board shall elect from its members an executive committee of not less than five (5) nor more than ten (10) persons, with each Synod being represented, such members to include the President and the Chair (who shall also chair the Executive Committee). The Executive Committee shall act for the Board in all matters arising between meetings of the Board in which a decision is necessary before the next meeting of the Board, except that the Committee shall not have the power to (i) elect or remove a president, any trustee or any tenured member of the faculty, (ii) adopt an annual budget, (iii) convey, transfer or mortgage the real property of the Seminary, (iv) amend or repeal the Articles of Incorporation or the Bylaws, or (v) dissolve the Seminary. The Executive Committee shall meet on the call of the Chair or upon the demand of any two of its members. A majority of its members shall constitute a quorum for the transaction of business. B. Nominating Committee . The Board shall elect from its members a nominating committee of five (5) persons, with each Synod being represented. The Chair of the Nominating Committee shall be elected by its members. The Nominating Committee shall nominate persons to be elected by the Board as trustees, and shall supply to the Synods the names of persons for consideration by the Synods for election as trustees. The Nominating Committee shall also nominate for election by the Board the officers of the Seminary and the members of the standing committees of the Board, except the Nominating Committee, which shall be nominated by the Executive Committee for election by the Board. The Chair of the Nominating Committee plus two other members shall constitute a quorum for the transaction of business. C. Other Committees . The Board upon the advice of the President may create such other committees as it deems necessary, whether they be in the nature of standing or limited purpose committees. 7. Academic Responsibilities . The Board shall authorize all faculty positions and elect all faculty members upon recommendation of the President after a search process which has involved representatives of the faculty and the Board. The Board may award tenure to faculty members by formal ballot following prayer for divine guidance. The Board shall establish degree programs and may from time to time dissolve them or substitute others. It shall conduct commencement exercises for graduates and may award degrees upon the recommendation of the Faculty. The Board shall also establish academic chairs, elect professors to academic chairs and may transfer them from one chair to another. 8. Voting Requirements . The Board shall act by majority vote of the Trustees present and voting, except that in the case of the election or removal of the President, the granting or removal of tenure or the transfer of professors from one academic chair to another, a vote of three-quarters (3/4) of the Trustees present and voting shall be required. 9. Removal of Trustees . No trustee may be removed except for cause. A trustee absent from three consecutive regular meetings without reasonable excuse shall be construed to have tendered a resignation as trustee, but such resignation shall not be effective until such time as the Board has accepted same and declared the seat to be vacant. ARTICLE HI Officers and Administration 1 . Officers . The officers of the Seminary shall be the Chair and Vice Chair of the Board, the President, Dean of the Faculty/Executive Vice President, Secretary and Treasurer, each of whom shall be elected by the Board. The Board may also elect such additional officers (including vice presidents, assistant secretaries and assistant treasurers who are recommended by the President) as the Board may deem appropriate for the effective conduct of the business of the Seminary. The Chair, Vice Chair and Secretary shall be elected from among the members of the Board at each annual meeting of the Board for a one year term, to serve until their successors are elected and qualified. The President, Dean of the Faculty/Executive Vice President, Treasurer and any vice presidents or assistant officers shall be the administrative officers of the Seminary and elected on such conditions and at such times as the Board shall determine, as provided in Section 5 of this Article m. 2. Chair. The Chair shall preside over all meetings of the Board and at the inauguration of the President and professors of the Seminary. The Chair shall also confer all degrees granted by the Board upon recommendation of the Faculty. The Chair shall be an ex officio member of all committees of the Board and shall discharge such other duties as are incident to the office. 3. Vice Chair . The Vice Chair shall perform the duties of the Chair when the Chair is absent. In the absence of both, the Board shall designate a presiding officer for the particular occasion. 4. Secretary . The Secretory shall prepare and maintain accurate, permanent records of actions of the Board and shall prov.de notice to the Trustees of the time and place of meetings of the Board no later than ten (10) days prior to the scheduled date thereof. 5 - Administration and Administrative Off^rc The affairs of the Seminary shall be administered by the Administrative officers of the Seminary, who shall be the President, the Executive Vice President, the Treasurer and such vice presidents and assistant officers who shall be elected from time to time by the Board upon the recommendation of the President. Such officers shall be subject to the following provisions. A. President . The President shall be the chief Executive and Administrative officer of the Seminary, and shall have duties, power and authority that are consistent therewith. The President shall be an ordained minister of the PCUSA and shall be elected by and subject to the oversight of the Board. The election of a president shall ordinarily occur at a regularly scheduled meeting of the Board after prayer for divine guidance. An affirmative vote by formal ballot of three-quarters (3/4) of the trustees present and voting shall be required to elect a president. The President may be removed at any time by the affirmative vote of no less than three-quarters (3/4) of the Trustees present and voting at any regular or special meeting of the Board called for such purpose. B. Dean of the Faculty/Executive Vice President . The Dean of the Faculty shall be the Executive Vice President of the Seminary. Ordinarily the Dean of the Faculty shall be an ordained officer of the PCUSA. The Dean of the Faculty shall be elected by and subject to the oversight of the Board. The election of the Dean of the Faculty shall ordinarily occur upon the recommendation of the President at a regularly scheduled meeting of the Board, after prayer for divine guidance, and shall require the affirmative vote of three-quarters (3/4) of the Trustees present and voting. The Dean of the Faculty may be removed at any time by the affirmative vote of no less than three-quarters (3/4) of the Trustees present and voting at any regular or special meeting of the Board called for such purpose. C. Treasurer . The Treasurer shall be elected by the Board upon the recommendation of the President, and shall serve at the pleasure of the President. D. Vice Presidents and Assistant Officers . The Board may from time to time upon recommendation of the President elect such vice presidents and assistant officers as it may deem necessary or appropriate, each of whom shall serve at the pleasure of the President. The Treasurer may hold the additional office of Vice President upon the recommendation of the President and election by the Board. E. Duties and Responsibilities of Administrative Officers . The Administrative officers shall have the following duties and responsibilities: i. President . The President shall be the Chair of the Faculty and of its Executive Committee (or its equivalent), and shall be an ex officio member of all Seminary committees; shall be the presiding officer of all public meetings of the Seminary and the chief representative of the Seminary before the alumni/ae, the PCUSA and the public at large; shall coordinate and encourage communications among the Board, the Faculty and students; shall generally supervise the life and work of the Seminary and with the Faculty maintain order and discipline, taking care to secure and maintain competent and effectively organized teaching and administrative staff; shall supervise regular and thorough reports to the Board on all areas of the life and work of the Seminary and make appropriate recommendations to the Board as the need arises; shall be responsible for the development and maintenance of the material resources of the Seminary, including the preparation of an annual budget for approval by the Board, shall sign, with the Chair of the Board, all diplomas awarded by the Seminary; shall be responsible for reports to governing bodies of the PCUSA and other agencies and shall be the principal representative of the Seminary to all agencies, associations and councils; shall have such other duties and responsibilities as are incident to the office; and may delegate any of the foregoing to such vice presidents, officers, assistants, committees and/or staff members as the President may deem appropriate. ii. Dean of the Faculty/Executive Vice President . In the absence or disability of the President, the Dean of the Faculty/Executive Vice President shall exercise the duties of and shall have all authority granted to the President hereunder. iii. Treasurer . Under the general direction of the President, the Treasurer shall have charge of the finances of the Seminary and shall be responsible for the receipt and disbursement of its funds. All deposits of Seminary funds shall be in the name of the Seminary, and shall be held, invested and appropriated as the Board shall determine. An appropriation made by the Board shall be paid by the Treasurer only in accordance with procedures established by the President with the 10 concurrence of the Board. The Treasurer shall cause the Seminary to observe specific written purposes, conditions and restrictions made by donors concerning their gifts to the Seminary. Where donors have created specifically designated funds or trusts, such donors shall have the privilege of naming such funds. Where a donor requires that particular funds not be commingled with others, the Treasurer shall see that such funds are kept separate and not commingled with any other funds of the Seminary. iv. Vice Presidents and Assistant Officers . Vice presidents and assistant officers shall have such duties as are assigned to them by the President. ARTICLE IV - The Faculty 1 . Members . The Faculty shall consist of the President, the Dean of the Faculty and other deans elected by the Board, all professors associate professors, assistant professors full-time instructors and directors of academic programs, and the director of the library, each of whom shall be voting members of the Faculty. At least three-fourths (3/4) of the entire faculty shall be ordained officers of the PCUSA. 2. Faculty Affirmation . Each member of the Faculty shall respond affirmatively to the following questions: Do you trust in Jesus Christ as Savior and through him believe in one triune God? The Faculty member shall respond, H I do." 11 In the presence of God, do you promise to be faithful to the purposes of the Seminary as expressed in its Statement of Mission, Bylaws and Plan of Government? The Faculty member shall respond, "I do." Will you now state you intentions as a faculty member at Columbia Theological Seminary? The Faculty member shall respond, "I pledge and do covenant, relying upon the grace of God, to seek the peace, unity, and purity of the whole church, to practice the best standards of academic integrity and excellence, to exercise pastoral oversight of those committed to my charge, and to demonstrate a spirit of collegiality in all that I do in and for this seminary, as long as I may serve." Due note in the records of the Seminary shall be made of the question and response of each faculty member. The Faculty, for its part, may make an appropriate reciprocal commitment to its colleague. 3. Tenure . Tenure means continuous appointment until resignation or retirement. It is provided to safeguard a faculty member's freedom to teach, to inquire and to organize his or her academic programs. It assures faculty members that they will not be subject to dismissal without cause as hereinafter provided. Tenure is accorded and may be removed by definite action of the Board to full professors and to associate professors. Ordinarily tenure will be accorded persons based on a decision by the Board that such person has attained excellence in five areas of accountability which are key to being a good and faithful teacher of the Church. These five criteria are excellence in the quality of the Faculty member's learning and teaching and in his or her relationships to 12 the Church, to the Seminary as an institution, to students and to colleagues. The Faculty, through a committee process, shall assess each candidate for tenure at an appropriate point in her or his relationship with the Seminary (which, unless otherwise agreed in writing, shall be no later than the end of the sixth year of full-time teaching at the Seminary by such person), and shall make a recommendation concerning tenure to the President. The President in the next succeeding year shall then make a recommendation to the Board concerning tenure. Election to tenure shall ordinarily occur at a regularly scheduled meeting of the Board where it shall be an order of the day. After prayer for divine guidance, the Board shall vote upon tenure by written ballot. An affirmative vote of three- quarters (3/4) of the Trustees present and voting shall be required to elect a person to tenure or to terminate any tenure previously granted. 4. Meetings . The Faculty shall meet at stated monthly intervals during the academic year, and when called by the President or upon written request of two of its members. The President, after seeking the advice of the Faculty, may invite persons who are not members of the Faculty to attend meetings of the Faculty with voice but not vote, but the Faculty may meet in executive session at any time. The presiding officer at all faculty meetings shall be the President, or in the absence of the President, the Dean of the Faculty or, if absent, the senior professor present. The Faculty shall appoint a clerk to keep a record of its actions, which record shall be available to the Board. 5. Faculty Responsibilities . The Faculty shall cooperate with the President in matters of academic order and discipline and in general do whatever is necessary to insure the success, peace and harmony 13 of the Seminary community. The Faculty shall make recommendations to the Board concerning degree programs and shall prescribe the courses of study for all degree programs approved by the Board. The Faculty shall determine the calendar for the academic year. The Faculty shall certify to the Board as to the satisfactory completion by each student of the prescribed course of study for degrees, and that each student has sustained an acceptable mid-course assessment, if required. Based thereon, the Faculty shall recommend to the Board candidates for degrees. The Faculty may also award certificates to any person who successfully completes a non-degree course of study. The Faculty may advise the Board of any reservations it may have about a particular candidate's fitness for ministry where there is in the opinion of the Faculty a material deficiency in the moral and religious character of a candidate, and a copy of such advice shall be furnished to the candidate and the candidate's presbytery or other appropriate ecclesiastical authority having jurisdiction. 6. Responsibilities to Students . Through formal instruction and participation in the total life of the Seminary community the Faculty shall exercise care for the academic growth, personal welfare and spiritual formation of students. The Faculty shall be responsible for receiving and acting upon all applications for admission to the Seminary. The Faculty may suspend, dismiss or otherwise discipline any student, as hereinafter provided. 7. Committees and Councils . The Faculty may organize such committees and councils as it may deem appropriate, and delegate to such groups any powers committed to the Faculty by the Board. 14 8. Visiting Speakers and Lecturers . The Faculty may from time to time invite visiting speakers, lecturers and temporary instructors who will enrich the intellectual and spiritual life of the Seminary community. 9. Professorships . The professorships of the Seminary shall be such as to provide for the teaching of subjects within the following areas: Biblical Studies History of the Life and Thought of the Church Christian Theology and Ethics Theology and Practice of Ministry in Local and Global Contexts and such other subjects as may be approved by the Board. 10. Fellowships . The Faculty may award fellowships for graduate study to such persons it shall select, within the limit of appropriations made by the Board. A full report shall be made to the Board concerning all fellowship awards, including the name of each recipient and the amount awarded to each. 1 1 . Resignation or Removal . Ordinarily the resignation of a faculty member shall be preceded by at least six months written notice to the Board. A faculty member may be removed by the Board, for cause, upon recommendation of the President, at any time, after an investigation by a committee of the Faculty which is chosen by the Faculty, by the affirmative vote of no less than three-quarters (3/4) of the Trustees present and voting at any regular or special meeting of the Board called 15 for that purpose. The grounds for dismissal of a faculty member include without limitation incompetence, moral delinquency, or failure to perform properly the duties of his or her office. The President shall advise any faculty member in writing of a decision by the President to recommend removal to the Board no less than thirty (30) days prior to the date of the Board meeting at which such recommendation is to be considered. The Faculty member shall have an opportunity to be present when such recommendation is considered and shall be provided an opportunity to present to the Board any information relevant thereto, in accordance with standards and procedures as are established by the Board. ARTICLE V - Students 1 . Admission . Applicants for admission to the Seminary as regular or special students shall furnish the Faculty with evidence satisfactory to the Faculty that they are in full communion with some Christian church, that they have been regularly educated at some accredited college or university and that they give promise of successfully completing Seminary work. They shall also satisfy such other criteria as the Faculty or accrediting agencies may require. An applicant may be exempted from any of these requirements for good reason. 2. Affirmation . Upon matriculation, the Seminary and each student shall enter into the following covenant: 16 Questions to Students Relying upon God's grace, will you, so long as you are a student of Columbia Theological Seminary, promise and covenant to: * be diligent in your studies, * seek academic excellence, * pursue such learning as joins mind and heart, and * strive to live your life consistent with your calling as a disciple of Jesus Christ? Will you promise and covenant to make the worship of God a central feature of your life, and seek to grow in spiritual maturity and Christian discipleship? In recognition that growth in Christian discipleship and theological education is a life-long process, will you promise and covenant to engage throughout your life in regular periods of disciplined study to sustain your ministry and enlarge your skills, for the sake of the Church and its mission in the world? Response of the Seminary In reliance upon God's grace and in faithfulness to Jesus Christ, the Church and you, Columbia Theological Seminary promises and covenants to provide you the very best theological resources we can offer for your academic growth, personal welfare and spiritual growth as you prepare for the service of God in the Church of Jesus Christ. Furthermore, we promise and covenant to offer Columbia Theological Seminary to you throughout your life as a resource to keep empowering, enriching and renewing your faith and ministry. The questions and responses shall be noted in the records of the Seminary. 3. Conduct . The Faculty, subject to the oversight of the Board, may establish such policies and regulations concerning student and community conduct as the Faculty shall deem necessary, the provisions of which shall be administered by the Faculty under the supervision of the President. 4. Discipline . A student who neglects regular studies, is guilty of personal misconduct, exhibits an indifference to the Christian faith, violates the rules of the Seminary, or displays behavior or attitudes which would be unbecoming of a minister is subject to such disciplinary action as may be determined by the Faculty in accordance with standards and procedures as are from time to time adopted by the Faculty. 5. Rights of Students in Case of Expulsion . The President shall notify a student in writing no later than fifteen (15) days prior to the date of a faculty meeting at which a recommendation concerning his or her expulsion is to be considered by the Faculty, such notification to include the time and place of the Faculty meeting. The student shall be provided an opportunity at such meeting to present to the Faculty any information relevant thereto. A student who is expelled by the Faculty may appeal the expulsion to the Board by written notice to the President given no later than ten (10) days after the expulsion is ordered by the Faculty, such appeal to be heard by the Board or a committee thereof at such time and place and under such conditions as the Board or its executive committee may establish. 18 ARTICLE VI - Worship Worship shall ordinarily be conducted at the Seminary each class day during each term, as the Faculty may direct. The Faculty shall have authority to arrange for the Sacrament of the Lord's Supper to be observed at appropriate intervals during the school year, and for periods of special devotional emphasis. Every member of the Seminary community shall be encouraged to attend all religious services and such other events as the Faculty may appoint. Ordinarily all classes and meetings shall be opened with prayer. ARTICLE VII -- Certain Prohibited Activities; Property 1. Prohibited Activities . The Seminary shall not devote a substantial part of its activities to the carrying on of propaganda or attempting to influence legislation; nor shall it participate in any political campaign on behalf of any such candidate. Nothing herein shall limit any individual's right to exercise his or her freedom of conscience. 2. Property of the Seminary . All property, real and personal, held by the Seminary, shall be held in the name of the Seminary but in any event is held in trust for the use and benefit of the Synods. The Seminary may take, accept, retain, own, hold, sell, convey, lease, mortgage, transfer, assign, and invest all or any property of the Seminary, real or personal, which now or hereafter is owned, held, given, assigned, transferred, conveyed, bequeathed or demised to or acquired or otherwise obtained by the Seminary, whether such property, or the property invested in, is or is not of the character or class regarded by law as a legal 19 investment for fiduciaries. No part of the net earnings of the Seminary shall inure to the benefit of any trustee, officer or other individual. Upon dissolution of the Seminary, its property shall be held, used and applied for such uses, purposes and trusts as the Synods (or their successors) shall determine; but the remaining property of the Seminary, after payment of all debts of the Seminary, shall upon such dissolution be transferred, conveyed or assigned only to such corporations or organizations related to or affiliated with the PCUSA and which qualify for exemption from taxation under Section 501(cX3) of the United States Internal Revenue Code, as amended, as determined by the Synods. ARTICLE Vm - Indemnification The Seminary shall indemnify its trustees, officers and faculty to the maximum extent permitted by Sections 14-3.850 et seq., of the Official Code of Georgia Annotated, as amended, and may purchase insurance to fund any such obligation. ARTICLE DC - Amendment Amendments to these Bylaws and Plan of Government shall be proposed by the Board to the Synods and thereafter adopted or amended by majority vote of each. Adopted by the Board of Trustees, April 12, 1994 Adopted by the Synod of Living Waters, September 27, 1 994 Adopted by the Synod of South Atlantic, September 30, 1994 20 TABLE OF CONTENTS ARTICLE I - Purpose and Organization 1 Purpose 1 Organization 1 ARTICLE 13 - Board of Trustees 1 Membership and Election 1 Term of Office 2 Affirmation 2 Meetings 3 Powers 3 Committees 4 Executive Committee 4 Nominating Committees 4 Other Committees 5 Academic Responsibilities 5 Voting Requirements 6 Removal of Trustees 6 ARTICLE IE - Officers and Administration 6 Officers 6 Chair 7 ViceChair 7 Secretary 7 Administration and Administrative Officers 7 President 7 Dean of the Faculty/Executive Vice President 8 Treasurer 8 Vice Presidents and Assistant Officers 9 Duties and Responsibilities of Administrative Officers 9 President 9 Dean of the Faculty/Executive Vice President 10 Treasurer 10 Vice Presidents and Assistant Officers 11 ARTICLE IV - The Faculty 11 Members 11 Faculty Affirmation 11 Tenure 12 Meetings 13 Faculty Responsibilities 13 Responsibilities to Students 14 Committees and Councils 14 Visiting Speakers and Lecturers 15 Professorships 15 Fellowships 15 Resignation or Removal 15 ARTICLE V - Students 16 Admission 16 Affirmation 16 Conduct 18 Discipline 18 Rights of Students in Case of Expulsion 18 ARTICLE VI - Worship 19 ARTICLE VII - Certain Prohibited Activities/ Property 19 Prohibited Activities 19 Property of the Seminary 19 ARTICLE Vm - mdemnification 20 ARTICLE LX - Amendment 20 Columbia Theological Seminary 701 Columbia Drive P.O. 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