Statutes of the Trustees

INTRODUCTION
The Charter of the University of Pennsylvania derives from the following events:
(a) On November 14, 1740, a group of persons, having organized themselves as trustees to establish a charity school for the instruction of poor children, acquired title to property on Fourth Street, Philadelphia, the site of the educational institution that evolved into the University of Pennsylvania;
(b) On November 14, 1749, the Trustees of the Academy and Charitable School drew up and signed the "Constitutions" of that institution;
(c) On July 13, 1753, a charter was granted by Thomas and Richard Penn for the Academy and Charitable School in the province of Pennsylvania, and amended on June 16, 1755 to add the College;
(d) On November 27, 1779, the General Assembly of the Commonwealth of Pennsylvania passed an act for the establishment of the University of the State of Pennsylvania incorporating the rights and powers of the College, Academy, and Charitable School. This was the first designation of an institution in the United States as a University;
(e) On September 22, 1785, an act was passed confirming the University's ownership of land given by the Commonwealth, declaring seats on the Board of Trustees vacant after set term of absence, and confirming a professorship for instruction in German;
(f) On March 6, 1789, an act was passed restoring the College, Academy, and Charitable School to the original Trustees;
(g) On September 30, 1791, an act confirmed an agreement which united the University of the State of Pennsylvania with the College, Academy, and Charitable School and provided that the name of the institution would be "The Trustees of the University of Pennsylvania." This act, as amended from time to time, is referred to as the "Charter."

Article 1:  GOVERNANCE DOCUMENTS
1.1 Charter Authority.
The Charter enables the members of the Board of Trustees of the University of Pennsylvania (hereafter, acting in their corporate capacity, the “Trustees”) to make rules and statutes not repugnant to the laws and constitution of this state, or of the United States of America, and to do everything needful and necessary to the establishment of the said university, and for their own good government and the good government and education of the youth belonging to the same.

1.2 Scope of Statutes.
These Statutes are limited to principles of fundamental and continuing significance to the governance of the University. Standing resolutions adopted by the Trustees shall set forth policies consistent with the Statutes, shall be indexed as appropriate to the Statutes, and shall be filed in the office of the Secretary.

Article 2:  THE TRUSTEES
2.1 Membership.
The members of the Corporation “The Trustees of the University of Pennsylvania” shall consist of the Trustees of the University then in office.
2.2 Categories of Trustees.
(a) Trustees. Up to 40 voting Trustees, including Ex Officio voting Trustees as set forth in Section 2.2(b), but excluding the Commonwealth Trustees named under Section 2.2(c). Trustees serve five-year terms and may be re-elected once, subject to mandatory retirement in accordance with Article 2.4(a).
(b) Ex Officio Trustees. The Chair of the Trustees, the Chair of the Board of Penn Medicine, and the Chair of the Investment Board shall serve ex officio as voting Trustees. While holding those offices, they remain subject to the mandatory retirement age of 70, but will not be subject to the ten-year tenure limit in Section 2.2(a). The President of the University (hereafter referred to as the “University President”) shall serve as an ex officio voting Trustee while serving in that capacity. The Governor of the Commonwealth of Pennsylvania shall serve ex officio without vote, is constituted, by virtue of office, “President of the Trustees,” and, by the terms of the Charter, shall preside at meetings when present. 
(c) Commonwealth Trustees. Four voting Trustees appointed by the following elected representatives of the Commonwealth of Pennsylvania, in accordance with Pennsylvania Act No. 1994-25A (and contingent on appropriation and receipt of funding as set forth therein and in subsequent Commonwealth appropriation legislation for the benefit of the University):  the President Pro Tempore of the Senate, the Minority Leader of the Senate, the Speaker of the House of Representatives, and the Minority Leader of the House of Representatives (one Trustee appointment each).  
2.3 Eligibility.
No fewer than 90% of the number of Trustees (excluding from the denominator the Commonwealth Trustees and the Governor of the Commonwealth, but including therein the ex officio, voting Trustees) must be University alumni at the time of appointment as a new Trustee. No full-time student or full-time employee of the University, other than the University President, may serve as a Trustee under Section 2.2(a) or as a Commonwealth Trustee under Section 2.2(c). 
2.4 Nomination and Election; Appointment; Retirement.
(a) Trustees under Section 2.2(a) shall be nominated for election or re-election by the Governance Committee and elected at a stated meeting of the Trustees, with at least ten days’ notice of such proposed election given to the Trustees. Trustees under Section 2.2(a) shall retire at the earlier of (i) the conclusion of the first stated meeting of the Trustees following the date on which they reach seventy years of age or (ii) the conclusion of the maximum 10 years of service on the Board, whichever comes first.
(b) Commonwealth Trustees under Section 2.2(c) shall be appointed as provided by Pennsylvania Act No. 1994-25A, and in accordance with Article 2.2(c) above.  Commonwealth Trustees shall retire at the conclusion of the first stated meeting of the Trustees following the date on which they reach seventy years of age.
2.5 Chair and Vice Chairs; Succession.
(a) The Trustees shall elect, subject to the recommendation of the Governance Committee, (i) a University alumnus/alumna from among the voting Trustees to serve as Chair, as well as (ii) one or more Vice Chairs.
(b) The Chair shall have a four-year term, renewable once for up to four additional years, with up to a two-year extension during a University presidential transition for continuity. In the event of the Chair’s death, disability, or resignation, a Vice Chair shall serve as Interim Chair; if there is more than one Vice Chair or no Vice Chair is available, the Trustees shall elect an Interim Chair. Subject to Article 2.2(b), the Chair or a Vice Chair shall preside at all meetings.
2.6 Meetings.
Stated meetings of the Trustees shall be held three times each fiscal year. Special meetings may be called by the Chair, a Vice Chair, the University President, or by written request of five Trustees. Notice shall be given at least five days in advance by the Secretary (or longer if required by law, the Charter, or these Statutes). The Chair of the Trustees (or a designated Vice Chair) may call a special meeting on shorter notice, which shall not be less than twelve hours, by electronic or telephonic means. A special meeting notice shall state the business to be transacted, which shall be the only business considered at such meeting. Meetings shall be held at places designated by the Secretary.
2.7 Quorum and Voting; Telephonic Meeting.
(a) Except as otherwise provided by law, the Charter, or these Statutes, a majority of all Trustees entitled to vote shall be necessary to constitute a quorum at all meetings of the Trustees and a vote of a majority of those Trustees constituting the quorum shall decide any question brought before such meeting.
(b) In the event that notice of any meeting of the Board, any committee, sub-committee, or any “other body” created by the Trustees within the meaning of the Pennsylvania Nonprofit Corporation Law of 1988 (or any successor act or provision) permits participation by means of a conference telephone or similar communications equipment (allowing all persons participating in the meeting to hear each other at the same time), then any Trustee or other invitee otherwise permitted to attend such meeting may participate in such manner.  Participation by such means shall constitute presence in person at a meeting.
2.8 Trustees Emeriti.
The Governance Committee shall establish, and may amend from time to time, the eligibility criteria for advisory titles to be conferred on former Trustees, such as Trustee Emeritus/a.  Upon the recommendation of the Governance Committee, the terms of service for such designations, and nominees for such designations, shall be subject to approval by the Board and relevant law. Trustees Emeriti shall not be entitled to vote at a meeting of the Trustees. They shall not be considered in constituting a quorum, or for any other purpose for which a certain number or proportion of Trustees is required, at a meeting of the Trustees.
2.9 Statement of Duties and Expectations.
The Governance Committee shall draft, maintain, and periodically update a Statement of Duties and Expectations (hereafter referred to as the “Statement”), defining the standards of conduct and performance for Trustees. The Statement shall govern all Trustees, including ex officio and Commonwealth Trustees, as well as Trustees Emeriti and members who attend any meeting of the Trustees, a committee or sub-committee thereof, the Investment Board, the Penn Medicine Board, the Penn Medicine Executive Committee, or any “other body” created by the Trustees within the meaning of the Pennsylvania Nonprofit Corporation Law of 1988 (or any successor act or provision). The Statement shall be provided to each Trustee upon election or appointment, and used to guide orientation, ongoing education, evaluation, and (if relevant) removal. Trustees (and all other persons governed by the second sentence of this Article 2.9) shall annually acknowledge receipt of, and commitment to comply with, the Statement.  The Statement shall provide guidance and educational materials for Trustees, but shall not modify legal duties, including those set forth in Article 2.12 hereof.
2.10 Removal.
A Trustee, including the Chair, may be removed for any reason (including nonconformance with the Statement), with the concurrence of two-thirds of the voting members of the Governance Committee and approval by a majority of all voting Trustees.
2.11 Limitation of Liability.
A Trustee shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless the Trustee has breached or failed to perform the duties of their office under 15 Pa.C.S. §5713 and the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness. This section constitutes a bylaw adopted by the members for purposes of 15 Pa.C.S. §5713 and shall not apply to the responsibility or liability of a Trustee pursuant to any criminal statute or the liability of a Trustee for the payment of taxes pursuant to local, state or federal law.
2.12 Fiduciary Duties.
Trustees shall discharge their duties in accordance with the Pennsylvania Nonprofit Corporation Law, including acting in good faith, in the best interests of the University, and with the care that an ordinarily prudent person would use under similar circumstances. In performing their duties, Trustees may rely in good faith on information, opinions, reports, or statements presented by reliable and competent officers or employees, counsel, public accountants, or duly authorized committees, except to the extent a Trustee has knowledge making such reliance unwarranted. Nothing in this section alters §2.11 (Limitation of Liability) or any protections available under 15 Pa.C.S. § 5713 or other applicable law.

Article 3:  THE OFFICERS
3.1 Officers of the University.
The officers of the University shall be the University President, the Provost, the Vice Presidents, the Secretary, the Treasurer, the Comptroller, the General Counsel, and such other officers as the Board may designate. Subject to the policies of the University, all officers except the University President shall be elected by the Trustees upon nomination by the University President and shall be suspended or terminated by the Trustees upon the recommendation of the University President. With the consent of the University President and subject to the policies of the University, officers may appoint such associates and assistants and assign them such duties as they shall deem appropriate.
3.2 University President.
The University President shall hold office upon such terms as the Trustees shall determine.
(a) Functions and Duties of the University President. As the chief executive officer of the University, the University President is its educational and administrative head. The University President is responsible to the Trustees for the conduct, coordination, and quality of the University's programs and for its future development. The University President shall have the authority to perform all acts which are necessary to make effective the policies and actions of the Trustees unless a resolution of the Trustees specifically grants such authority to another person or entity. As a liaison between the Trustees and the faculty, the University President shall inform each of the views and concerns of the other relating to the programs and administration of the University.
The University President shall hold the academic rank of professor, shall be a member of every Faculty of the University, and may at their discretion call a meeting of any Faculty.
(b) Election of the University President. When it becomes necessary to elect a new University President, the Chair of the Board of Trustees shall convene a Consultative Committee, composed of Trustees, deans, faculty, staff and students, to advise in the selection process by identifying priorities, issues, challenges, candidate qualifications, and other factors important to the constituencies represented by the members of the Consultative Committee. The Chair shall also convene a Search Committee, whose members will be selected primarily from among those of the Consultative Committee, to be responsible for the identification, recruitment, and selection of candidates for recommendation to the Executive Committee. The composition of and procedures governing the Consultative Committee and the Search Committee shall be specified in a Standing Resolution of the Trustees.
The Executive Committee shall, at a closed meeting, review the report of the Search Committee and shall present a final nomination of one candidate to be voted upon by the Trustees.
At least ten days prior to the stated or special meeting of the Trustees at which the election of the University President is proposed, the Secretary shall give to each Trustee notice stating that the election of the University President shall be held at such a meeting and giving the name of the person who has been nominated by members of the Executive Committee. No such election shall be valid unless a nominee shall receive the affirmative votes of at least two thirds of the number of Trustees then in office.
(c) Removal of the University President. The University President may be removed only after consultation with representatives of the faculty and by the affirmative vote of Trustees actually present at a stated or special meeting equal to at least two-thirds of the number of Trustees then in office. Notice of such proposed action must be included in the notice of the meeting.
3.3 Provost.
The Provost shall be the educational officer normally responsible for the conduct, coordination, and quality of the University's academic programs and for their future development. In the performance of these duties, the Provost shall consult with representatives of the faculty.
The Provost shall hold the academic rank of professor, shall be a member of every Faculty of the University, and may at their discretion call a meeting of any Faculty.
3.4 Secretary.
The Secretary of the University shall attend and keep minutes of the meetings of the Trustees, shall act as secretary of all boards and committees of the Trustees, and shall be custodian of communications, reports, and other documents of importance presented to the Trustees. The Secretary shall give notice to Trustees and to members of boards and committees of all stated and special meetings.
The Secretary shall have custody of the Seal of the Corporation, shall affix it to such instruments as require its use, and when so affixed, shall attest it by signature.
The Secretary shall prepare all diplomas and certificates of study, shall have charge of official convocations of the University, and shall have such other powers and duties as may be conferred from time to time by the Trustees. The minute books, documents, and records of the University, not yet deposited in the Archives, shall be open at all times to the inspection of Trustee boards and committees, any Trustee, and authorized University officers.
3.5 Treasurer.
The Treasurer shall have custody of all evidences of ownership of real or personal property owned by the University or pledged to it, other than those evidences in the custody of the Investment Board. The Treasurer also shall have custody of all policies of insurance, and shall have the authority to accept and receipt for the same on behalf of the Trustees, and under their supervision the Treasurer shall arrange for the safekeeping thereof.
The Treasurer shall collect and receive all monies due and payable to the University and deposit them in the name of the University in such banking institutions as the Trustees may approve. The Treasurer shall discharge all debts or other obligations of the University when due and payable. The Treasurer shall keep a complete set of accounts showing in detail the financial transactions of the Treasurer's office, and these shall be open at any time to the inspection of any Trustee. The Treasurer shall furnish such financial statements compiled from their own accounts as from time to time may be required by the proper University officers, Trustee boards and committees, or any Trustee.
3.6 Comptroller.
The Comptroller shall maintain a complete set of accounts, except those maintained by the Treasurer, showing in detail the business and financial transactions of the University. The Comptroller shall be responsible for the proper keeping of accounts of every department of the University and shall have authority to direct the methods, including audit and control, by which such accounts are kept. The Comptroller shall compile and furnish such financial or statistical reports or information as may be required by the proper University officers, Trustee boards and committees, or any Trustee. The Comptroller shall approve all vouchers before they are submitted to the Treasurer for payment; such approval shall be evidence that the charge has been recorded against an approved budget on file, and that it is within the appropriation of the budget against which it is charged.
3.7 General Counsel.
The General Counsel shall represent the University as a corporate entity in legal matters. All matters requiring legal advice or legal action shall be referred to the General Counsel.
3.8 Temporary Successors. 
The University President may appoint a temporary successor or substitute to act as required because of the death, absence, disability, suspension, or termination of any officer of the University other than the University President, but such temporary appointments shall be effective only until the next meeting of the Trustees or the Executive Committee at which time a successor shall be nominated and elected either on an acting or a permanent basis.
The Executive Committee shall appoint a temporary successor or substitute to act in case of the death, extended absence, disability, or removal of the University President. The University President may appoint an officer of the University to act for themselves during a period of temporary absence.
3.9 Limitation of Liability. 
An officer of the University (including their associates and assistants) shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless the officer has breached or failed to perform the duties of their office under 15 Pa.C.S. § 5733.2 and the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness. This section constitutes a bylaw adopted by the members for purposes of 15 Pa.C.S. § 5733.2 and shall not apply to the responsibility or liability of an officer pursuant to any criminal statute or the liability of an officer for the payment of taxes pursuant to local, state, or federal law.
3.10 Fiduciary Duties. 
Officers of the University (including their associates and assistants) shall discharge the duties of their offices in good faith, in a manner they reasonably believe to be in the best interests of the University, and with the care, including reasonable inquiry, skill, and diligence, that a person of ordinary prudence would use under similar circumstances, as provided in the Pennsylvania Nonprofit Corporation Law (including 15 Pa.C.S. § 5733.1). In performing their duties, officers may rely in good faith on information, opinions, reports, or statements presented by reliable and competent University officers or employees, counsel, public accountants, or duly authorized committees, except to the extent an officer has knowledge that makes such reliance unwarranted. Nothing in this section alters any protections available under law, including indemnification or advancement rights provided elsewhere in these Statutes.

Article 4:  BOARDS AND COMMITTEES OF THE TRUSTEES
4.1 Authority.
(a)        The Trustees may establish, define, and dissolve boards, committees, bodies, and “other bodies” (within the meaning of the Pennsylvania Nonprofit Corporation Law of 1988 (or any successor act or provision)) for any University purpose; where permitted by relevant law, membership may include non-Trustees whose expertise will aid the work. 
(b)        The Executive Committee, the Governance Committee, the Investment Board, and the Penn Medicine Board and Penn Medicine Executive Committee are created by the Trustees pursuant to Articles 5, 6, 7, and 8. They are constituted and governed by the Trustees pursuant to those Articles.
4.2 Types and Purpose.
(a) Trustee Standing Committees provide continuing oversight of defined areas.
(b) Trustee Ad Hoc Committees address time-limited projects and sunset upon completion or, absent action, at three years.
(c) “Other bodies” (within the meaning of the Pennsylvania Nonprofit Corporation Law of 1988 (or any successor act or provision)) provide flexible and efficient subject-matter oversight through the use of non-Trustee experts to exercise defined board-level powers in a non-advisory capacity. 
(d) Boards of Advisors formed by the Trustees furnish programmatic or unit-level non-binding advice to the leaders of the corresponding program or unit and may include non-Trustees.
The Secretary shall maintain a list of all bodies, and their composition, subject to Trustee oversight under this provision.
4.3 Formation and Charters.
Each body created under this Article shall have a written charge or charter—approved by the Trustees or, where authorized, by the Chair—setting forth its scope, delegated authority (if any), reporting line, composition, and (for ad hoc bodies) the expected sunset date.
4.4 Appointment, Terms, and Removal.
(a) Trustee Standing and Ad Hoc Committees. Committee chairs, vice chairs, and members are appointed by the Chair of the Trustees for three-year terms. Terms are renewable. Appointees may be removed by the Chair of the Trustees for any reason.
(b) “Other Bodies” (within the meaning of the Pennsylvania Nonprofit Corporation Law of 1988 (or any successor act or provision)).  Except as specifically set forth in Articles 7 and 8 of these Statues with respect to the Investment Board, the Penn Medicine Board, and the Penn Medicine Executive Committee, (i) committee chairs, vice chairs, and members are appointed by the Chair of the Trustees for three-year terms. Terms are renewable, and (ii) appointees may be removed by the Chair of the Trustees for any reason.
(c) Boards of Advisors. The chair, vice chair, and members are nominated jointly by the Chair of the Trustees and the University President and elected by the Trustees for three-year terms. Terms for the chair and vice chair are renewable. Terms for members are renewable up to a maximum of nine consecutive years of service, after which a one-year break is required before reappointment for a maximum of a further nine consecutive years of service. Appointees may be removed by the Chair of the Trustees and the University President, acting jointly, for any reason.
4.5 Trustees Emeriti
Trustees Emeriti may be appointed, by the Chair, as members of any two boards or committees formed by the Trustees pursuant to this Article. They shall not be entitled to vote at a meeting of any such board or committee to which they have been appointed, and shall not be considered in constituting a quorum or for any other purpose for which a certain number or proportion of trustees is required. Trustees Emeriti may not serve as chair of any committee formed by the Trustees pursuant to this Article and consisting solely of Trustees.  Any Trustee Emeritus/a invited to attend any such meeting is subject to the Statement of Duties and Expectations.
4.6 Ex Officio Service.
Each of the University President and the Chair of the Trustees shall serve ex officio as a full (and, to the extent applicable, voting) member of all bodies formed under these Statutes, including the Penn Medicine Board, the Penn Medicine Executive Committee, the Investment Board, and any committees and sub-committees thereof.
4.7 Quorum and Voting.
Unless otherwise provided by law, the Charter, or these Statutes, a majority of voting members constitutes a quorum at all meetings of boards, committees, or other bodies formed by the Trustees, and a vote of a majority of those members constituting the quorum shall decide any question brought before such meeting.
4.8 Meetings and Notice.
Meetings of any board, committee, or other body formed by the Trustees (other than the Penn Medicine Board, Penn Medicine Executive Committee, and any Boards of Advisors formed by the Trustees) may be called by the chair of the body or upon written request of at least three voting members. Notice of such meeting shall be provided at least five days in advance (or a longer period if required by law, the Charter, or these Statutes). The chair (or a designated vice chair) of any such body may call a special meeting on shorter notice, which shall not be less than twelve hours, by electronic or telephonic means.
4.9 Subcommittees.
(a) Any committee formed under this Article may establish standing or ad hoc sub-committees for defined projects or reviews. Each sub-committee shall have a written charge approved by its parent committee, shall report to that parent committee, and, if ad hoc, shall have a stated sunset date.
(b) The sub-committee chair must be a member of the parent committee. Membership shall be voting Trustees (whether or not members of the parent committee). The chair of the parent committee appoints sub-committee members for terms of up to three years, renewable once. The chair of the parent committee may also invite Trustees Emeriti and others to attend, but such persons are not counted for quorum and are not entitled to a vote.
Article 5:  THE EXECUTIVE COMMITTEE
5.1 Authority.
The Executive Committee shall exercise all of the powers and authority of the Trustees except that the Executive Committee shall at no time take or authorize any action which these Statutes specifically require to be taken at a regular stated or special meeting of the Trustees or any action prohibited by law. The Executive Committee shall designate annually its schedule of regular meetings.  
5.2 Composition and Election.
The members of the Executive Committee shall be voting trustees nominated by the Chair and elected annually by a majority of the trustees then in office. The University President, by virtue of their office, will be a voting member of the Executive Committee. When a member of the Executive Committee resigns, is incapacitated, or dies, a majority of the trustees then in office may, upon nomination of the Chair, replace such member until the next annual election.
5.3 Ex Officio Service.
The Chair and the Vice Chairs of the Trustees shall also serve as members of and as chair and vice chairs of the Executive Committee.
5.4 Number.
The Executive Committee shall normally be comprised of no fewer than ten members; however, action of an Executive Committee with less than ten members shall not be rendered invalid thereby.

Article 6:  THE GOVERNANCE COMMITTEE
6.1 Purpose and Responsibilities.
The Governance Committee shall attend to the overall quality and governance performance of the Board of Trustees, working closely with the University President and the Board Chair, ensuring the Board understands its roles and responsibilities by regularly reviewing and updating statements of the same. The Governance Committee shall lead in assessing current and anticipated needs related to Board composition, determining the knowledge, attributes, and abilities needed to accomplish future work of the Board, and shall attend to Board orientation, mentoring, and ongoing education. The Governance Committee shall periodically assess the overall performance of the Board and committees, and attend to Board leadership and succession planning, including that for the Chair.
6.2 Composition and Appointment.
The Governance Committee shall normally be comprised of no more than nine members, a majority of whom shall be voting Trustees. Members of the Governance Committee shall be appointed by the Board Chair.

Article 7:  THE INVESTMENT BOARD
7.1 Status and Authority.
The Investment Board shall be an “other body” within the meaning of the Pennsylvania Nonprofit Corporation Law of 1988 (or any successor act or provision). It has sole and complete responsibility for the management and custody of all real and personal property held by the University as an investment.
7.2 Composition, Election, and Terms.
(a) The Investment Board (i) shall consist of such number of members as shall be fixed from time to time by the Trustees, and (ii)  may include Trustees and non-Trustees. Members of the Investment Board shall be nominated by the Chair of the Trustees and elected by the Trustees for three-year terms, with a maximum of three consecutive terms, with the possibility of a one-year extension following the third term (at the sole discretion of the Chair), for a maximum possible tenure of ten consecutive years.
(b) With the concurrence of the Trustees, the chair of the Investment Board is appointed by the Chair of the Trustees to a five-year term and may be reappointed once. The chair of the Investment Board must be a voting Trustee at the time of first appointment.
7.3 Removal and Vacancies.
The Chair of the Trustees, the University President, and the chair of the Investment Board, acting jointly, may remove any member for any reason. A two-thirds majority of the Governance Committee may remove the chair of the Investment Board. If a member resigns, is incapacitated, dies, or is removed, the Chair of the Trustees may appoint an interim successor to serve the remainder of the term.

Article 8:  PENN MEDICINE
8.1 Delegated Authority. 
In accordance with and subject to these Statutes, the Trustees hereby delegate to Penn Medicine, acting through the Board of Penn Medicine and the Penn Medicine Executive Committee, responsibilities with respect to the management and operations of the constituents of Penn Medicine (the "Penn Medicine Constituents") as may be from time to time determined by the Trustees and set forth in the Bylaws of Penn Medicine.
8.2 Penn Medicine Board. 
The Penn Medicine Board and the Penn Medicine Executive Committee shall each be an "other body" within the meaning of the Pennsylvania Nonprofit Corporation Law (or any successor act or provision). The Penn Medicine Board shall have overall responsibility delegated to it by the Trustees pursuant to this Article and the Penn Medicine Bylaws for promoting productive relationships among the Penn Medicine Constituents and between Penn Medicine and the University for the purpose of maintaining the highest level of clinical, educational and research excellence.

8.3 Penn Medicine Executive Committee. 
The Penn Medicine Executive Committee shall exercise all of the powers of the Penn Medicine Board, except for the powers specified in Section 5731 of the Pennsylvania Nonprofit Corporation law (or any successor act or provision). Subject to these Statutes, the Penn Medicine Bylaws, and applicable law, the Penn Medicine Executive Committee also shall have the authority to take all actions on behalf of the Trustees that would otherwise be taken by the University in its capacity as the owner of assets or shares of a Penn Medicine Constituent, member of a nonprofit Penn Medicine Constituent, operator of a Penn Medicine Constituent that is a subdivision of the University, or party to a contract with a Penn Medicine Constituent. Notwithstanding the foregoing, the authority of the Penn Medicine Executive Committee shall be subject to the reserved powers of the Trustees as set forth from time to time in the Penn Medicine Bylaws, and any authority of the Penn Medicine Executive Committee with respect to members of any Faculty shall be subject to these Statutes and the Faculty Handbook.
8.4 Appointment of Members. 
Members of the Penn Medicine Board and Penn Medicine Executive Committee shall be appointed as provided from time to time in the Penn Medicine Bylaws.
8.5 Officers and Committees. 
The Penn Medicine Board and Penn Medicine Executive Committee may appoint such officers and committees as provided from time to time in the Penn Medicine Bylaws.

Article 9:  NOTICE
9.1 Notice Requirements. 
Unless specifically provided otherwise, whenever notice is required to be given to any person under provisions of law, of the Charter, or of these Statutes, it shall be given in writing to such person either personally or by sending a copy thereof by first-class or express mail, postage prepaid, or courier service charged pre-paid, or by facsimile or electronic mail, to the person's address, electronic address, or facsimile number appearing on the books of the University. If the notice is sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery to that person. A notice of meeting shall specify the place, day, and hour of the meeting and any other information required by the Pennsylvania Nonprofit Corporation Law of 1988 (or any successor act or provision).
9.2 Waiver of Notice. 
Whenever any written notice is required to be given by law, by the Charter, or by these Statutes, a waiver thereof may be made in accordance with the Pennsylvania Nonprofit Corporation Law of 1988 (or any successor act or provision).

Article 10:  UNIVERSITY GOVERNANCE
10.1 University Council.
There shall be a University Council, composed of representatives of the faculty, the student body, the University administration, and the administrative staff. It shall consider the activities of the University broadly in all of its phases, with particular attention to its educational objectives and those matters that affect the common interests of all faculty and students. It shall recommend general policies and otherwise advise the University President, the Provost, and other officers of the University.
10.2 Council Rules and Procedures.
The University Council shall adopt rules governing its organization and procedures.
10.3 Faculty Senate.
There shall be a Faculty Senate composed of members of the Standing Faculty and the Standing Faculty-Clinician Educators holding the rank of professor, associate professor, or assistant professor. The Senate shall provide opportunity for its members to discuss and express their views upon any matter that they deem to be of general interest to the faculty, and to make recommendations and pass resolutions with respect thereto. It shall have power to make recommendations directly to the University President, the Provost, and the Trustees, and to request reports from the University administration.
10.4 Senate Rules and Procedures.
The Faculty Senate shall adopt rules governing its organization and procedures.
10.5 Student Assemblies.
There shall be an Undergraduate Assembly and a Graduate and Professional Student Assembly. These assemblies shall provide the opportunity for their members to discuss and express their views upon any matter they deem to be of general University interest, and to make recommendations and pass resolutions with respect thereto. In addition, they shall have power to make recommendations directly to the University President, the Provost, and the Trustees and request reports from the University administration.
10.6 Assembly Rules and Procedures.
The Undergraduate Assembly and the Graduate and Professional Student Assembly shall adopt rules governing their organizations and procedures.

Article 11:  THE FACULTIES AND THE SCHOOLS AND COLLEGES
11.1 Faculties and Schools.
There shall be such Faculties and such Schools as authorized by the Trustees.
11.2 Recognized Faculties.
The Trustees recognize the following (listed in the order of their origin):
(a) Faculty of Arts and Sciences.
The School of Arts and Sciences, including the College of Arts and Sciences, as its undergraduate division; the Graduate Division of Arts and Sciences; and the College of Liberal and Professional Studies, as its lifelong learning program.
(b) Faculty of Medicine.
The Raymond and Ruth Perelman School of Medicine at the University of Pennsylvania
(c) Faculty of Law.
The University of Pennsylvania Carey Law School
(d) Faculty of Engineering and Applied Science.
The School of Engineering and Applied Science
(e) Faculty of Design.
University of Pennsylvania Stuart Weitzman School of Design
(f) Faculty of Dental Medicine.
The School of Dental Medicine
(g) Faculty of the Wharton School.
The Wharton School
(h) Faculty of Veterinary Medicine.
The School of Veterinary Medicine
(i) Faculty of Education.
The Graduate School of Education
(j) Faculty of Nursing.
The School of Nursing
(k) Faculty of Social Policy and Practice.
The School of Social Policy and Practice
(l) Faculty of Communications.
The Annenberg School for Communication
11.3 Faculty Composition.
The Faculty of a school consists of the members of the Standing Faculty, the Standing Faculty-Clinician Educators, the Associated Faculty, and the Academic Support Staff. The voting Faculty of a school (hereinafter referred to as the Faculty) shall consist of the members of the Standing Faculty and the Standing Faculty-Clinician Educators above the rank of Associate and such other persons who have been granted the right to vote by that faculty. The Standing Faculty and the Standing Faculty-Clinician Educators comprise the core of the academic staff. The term "Standing Faculty," used alone, shall refer only to those faculty members with tenure or in tenure-probationary status.
11.4 Deans and Secretaries.
There shall be a Dean and a Secretary of each Faculty. The Dean shall be appointed or removed by the Trustees, upon recommendation by the University President and the Provost, and according to policies and procedures promulgated by the University President and the Provost. The Dean shall preside at meetings of a Faculty. The Dean shall sign all diplomas, certificates, and other official papers on behalf of their Faculty and shall serve as the official means of communication between the Faculty and the Provost. The Secretary shall be elected by the Faculty and shall serve for such a time as determined by the Faculty.
Each Faculty shall meet at stated times and also at the call of its dean or of the University President, the Provost, or other designated officer. Each Faculty shall also adopt provisions governing the call of meetings by its members. Except for the standing Committee on Academic Freedom and Responsibility, which shall be elected annually, committees of each Faculty shall be appointed by the Dean, or elected, as prescribed by the procedures adopted by each Faculty.
11.5 Departments and Chairs.
Upon recommendation of the University President, the Trustees may authorize the establishment, merging, or closing of departments, divisions, or similar entities in schools that do not have departments. The chair of each department shall be appointed or removed by the University President, upon the recommendation of the Dean with the advice of the Faculty, and with the approval of the Provost or the Provost’s designee. A department chair shall serve according to policies and procedures established by the University President and the Provost.
11.6 Admissions and Instruction.
Subject to general policies established by the Trustees, the responsibility for determining the quality of the student body shall rest with the Faculty of that school. Each Faculty shall articulate the criteria for selection of applicants for admission and shall establish a written admissions policy that describes these criteria. Each Faculty shall also monitor implementation of its admissions policy and amend it when necessary.
Subject to general policies established by the Trustees, and in a manner consistent with general University policies, each Faculty shall also set its regulations for instruction of students and requirements for recommendations for degrees in course and in faculty.
11.7 Faculty Governance.
Subject to general policies established by the Trustees, and in a manner consistent with general University policies, each Faculty shall set its own procedures for governance and determine the qualifications for membership in the Faculty.

11.8 Standing Faculty.
The Standing Faculty is composed of all faculty members with tenure or in tenure-probationary status. It includes persons in the following ranks: Professor, Associate Professor, and Assistant Professor. All appointments to these ranks modified by the qualifiers "Visiting," "Adjunct," "Clinical," "Research" and "Practice" designate appointments in the Associated Faculty. Members of the Standing Faculty holding the rank of Professor are appointed for an indefinite term with tenure. Appointment as an Associate professor may be either for an indefinite term with tenure or for a fixed term within a tenure-probationary period as specified in a Standing Resolution. Appointments to other ranks in the Standing Faculty are for a fixed term within a tenure-probationary period as described in a Standing Resolution.
11.9 Standing Faculty–Clinician Educators.
The Standing Faculty-Clinician Educators includes full time faculty members in the educational programs of some health professional schools, whose primary responsibility is for delivery of health services. Clinician educators do not acquire tenure. Conditions of appointment and academic activities of clinician educators are specified in a Standing Resolution.
11.10 Associated Faculty.
The Associated Faculty is composed of the Research Faculty, the clinical Faculty, the Adjunct Faculty, Practice Professors, and the Visiting Faculty. Permissible ranks in the Associated Faculty are Professor, Associate Professor, Assistant Professor, and Associate, but have appropriate modifiers to indicate appointment in the Associated Faculty. Conditions of appointment and academic activities of members of the Associated Faculty are specified in a Standing Resolution.
11.11 Academic Support Staff.
The Academic Support Staff is composed of persons who participate in the University's teaching, research, and clinical services, but who are not eligible for appointment to the Standing or Associated Faculty. Each appointment to the Academic Support Staff is for a term of years to be specified in a Standing Resolution, and is without tenure or tenure significance. Permissible ranks in the Academic Support Staff include Lecturer, Instructor, Postdoctoral Fellow, and Senior Fellow, and other titles as may be defined specifically in a Standing Resolution. They also include the ranks of Assistant Instructor, Teaching Fellow, Research Fellow, and Research Assistant, which are limited to persons registered in graduate or professional programs at the University of Pennsylvania.
11.12 Emeritus Faculty.
Emeritus status can be conferred on the Standing Faculty and the Standing Faculty-Clinician Educators at the time of their retirement. The rights and privileges of members of the Emeritus Faculty are designated by policy memorandum.
11.13 Appointments and Promotions.
All appointments and promotions to the ranks of Professor, Associate Professor, Assistant Professor, or Associate, whether in the Standing Faculty, the Standing Faculty-Clinician Educators, or in comparable ranks in the Associated Faculty, are made, upon recommendation of the Faculty, the University President, and the Provost, by action of the Trustees. The minutes of the Trustees are the official record of such actions. No officer of the University has authority to bind the University to appointment or promotion in the ranks of Associate or above without the positive action of the Trustees.
Power to appoint and reappoint to positions below the rank of Associate and not in tenure-probationary status may be delegated by the University President and the Provost to the Deans.
11.14 Faculty Discipline and Sanctions.
The University President may, upon appropriate faculty recommendation as therein defined, decide that a major sanction should be imposed upon any member of the faculty who is found to have committed a major infraction of University behavioral standards, according to policies and procedures, as set forth on June 20, 1997, and as they may be hereafter amended. Such amendments shall be made only upon consultation with the University President, the Provost, and the Faculty Senate.
Suspension, termination, or threat thereof may not be used to restrain or interfere with faculty members in their exercise of academic freedom or other rights.
11.15 Retirement Policies.
Subject to any vested rights, contractual restrictions, or controlling Federal or State laws, the Trustees shall have the power to fix and determine from time to time the age and provisions on which officers, faculty members, and other employees of the University shall retire, and to amend modify or repeal any such action taken by the University.

Article 12:  ACADEMIC FREEDOM AND RESPONSIBILITY
12.1 Tenure and Academic Freedom.
The University recognizes the importance of a system of tenure for faculty members as the preeminent means of fostering and protecting academic freedom in teaching and in scholarly inquiry.
12.2 Senate Committee on Academic Freedom.
There shall be a Senate Committee on Academic Freedom and Responsibility of at least seven members selected in accordance with the Rules of the Senate. This committee shall advise and consult with each Faculty's Committee on Academic Freedom and Responsibility, and with administrative officers, on the establishment of appropriate procedures to be followed in the event of a claim of violation of academic freedom or responsibility. The committee shall have power to make investigations, reports, and recommendations on any matter relating to academic freedom and responsibility within the University. This committee will be governed in its responsibilities and procedures by rules established by the Faculty Senate.
12.3 Faculty Committees on Academic Freedom.
Each Faculty shall have a standing Committee on Academic Freedom and Responsibility which shall be elected annually. Each Faculty's Committee on Academic Freedom and Responsibility shall, to the extent provided in the relevant procedures, including the Procedures Governing Sanctions Taken Against Members of the Faculty adopted on June 20, 1997, and as they may be hereafter amended, represent the Faculty in proceedings that involve temporary exclusion of or imposition of a major sanction on a Faculty member, suspension or termination of the appointment of a Faculty member, some matters arising from financial exigency proceedings, or other questions concerning an individual faculty member's claim of violation of their academic freedom. This committee shall have power to make investigations, reports, and recommendations on any matter relating to academic freedom and responsibility within the school that may affect one or more faculty members.
12.4 Principles of Academic Freedom.
It is the policy of the University of Pennsylvania to maintain and encourage freedom of inquiry, discourse, teaching, research, and publication and to protect any member of the academic staff against influences, from within or without the University, that would restrict such member in the exercise of these freedoms in their area of scholarly interest.
(a) The teacher is entitled to freedom in research and in the publication of results, subject to the adequate performance of their other academic duties, and to the institutional policies and procedures as set forth in the research policies of the University. Research for pecuniary return should be based upon an understanding with the authorities of the institution.
(b) The teacher is entitled to freedom in the classroom in discussing their subject.
(c) The teacher is a member of a learned profession and of an educational institution. When speaking or writing as an individual, the teacher should be free from institutional censorship or discipline, but should note that a special position in the community imposes special obligations. As a person of learning and a member of an educational institution, the teacher should remember that the public may judge the profession and the institution by their utterances. Hence the teacher should at all times show respect for the opinions of others, and should make every effort to indicate when the teacher is not speaking for the institution.

Article 13:  DEGREES, COMMENCEMENTS AND CONVOCATIONS
13.1 Types of Degrees.
There shall be three kinds of degrees, which shall be granted under the direction of the Trustees, namely:
(a) Degrees in Course: which may be granted to all those persons who have completed satisfactorily the requirements for degrees in the several schools and have been duly recommended by their faculties for their respective degrees;
(b) Degrees in Faculty: which may be granted upon recommendation of the appropriate faculty, by way of restoring an individual to their class;
(c) Honorary Degrees: which may be granted to persons deemed by the Trustees worthy of such distinction.

13.2 Commencements and Convocations.
A public Commencement shall be held annually for the conferring of degrees in course and other approved degrees. Special convocations may be held during the year for the conferring of degrees upon the recommendation of the University President and with the approval of the Trustees.

Article 14:  INDEMNIFICATION
14.1 Discretionary Indemnification.
The Corporation, in the manner and to the extent specified in a Standing Resolution of the Trustees, may indemnify (including advancement of expenses) any person against liabilities arising from status relating to the University as may be specified in the Standing Resolution, whether or not such indemnification would be authorized by 15 Pa.C.S. Ch.77C.
14.2 Mandatory Indemnification.
The Corporation shall indemnify Trustees and officers of the Corporation, members of the Penn Medicine Board and Penn Medicine Executive Committee, and members of the Investment Board to the full extent permitted by law. For the purposes of this Article, the term "officer" means those individuals specified in the first sentence of Article 3.1.
14.3 Continuation of Indemnification.
The indemnification provided by or pursuant to these Statutes shall continue as to a person who has ceased to be a Trustee or officer of the University, or member of the Investment Board, the Penn Medicine Board, the Penn Medicine Executive Committee, or other indemnified person and shall inure to the benefit of the heirs, executors or administrators of such a person.

Article 15:  AMENDMENTS
15.1 Adoption of Amendments.
Amendments to these Statutes may be made at any regular stated or special meeting of the Trustees, provided notice of the contemplated action has been given by the Secretary to every member of the Trustees ten days in advance of the meeting at which the amendment is to be voted upon. The affirmative votes of at least a majority of the Trustees (except on particular matters as set forth in the Statutes) in office at the time shall be requisite for the adoption of an amendment.
15.2 Suspension of Rules.
By unanimous consent, any rule or Statute may be suspended at any stated or special meeting of the Trustees at which there are present not less than a majority of the Trustees in office at the time.

Article 16:  DISSOLUTION OF THE CORPORATION
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.