By-Laws

Revised: 12/20/2024; Amended: 3/29/2019; 8/28/2020; 12/18/2020; 09/24/2021; 07-27-2023

Preamble

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

Mission

The mission of the Osher Lifelong Learning Institute at Dartmouth is to provide lifelong educational opportunities, both in person and virtually. The institute principally serves adult residents of the greater Upper Valley and members of the Dartmouth community.

Vision

Osher at Dartmouth’s vision is to be recognized as a national leader for excellence in lifelong education.

Core Values

  • An unwavering commitment to lifelong education;
  • An inclusive community of people committed to our mission;
  • A large, diverse, high-quality program, led by dedicated and talented volunteers;
  • A welcoming social environment, within, and beyond the classroom;
  • Financial sustainability, member affordability, and planned growth; and
  • Strong, growing relationships with Dartmouth College and the Osher Foundation, with appropriate access to their facilities, services, 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 (hereinafter “Council”). Fees for attending study courses and other Osher at Dartmouth events are set by the 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 Osher at Dartmouth is the Council. It shall consist of up to 23 voting members. Any individual who qualifies to be a member of the Council in more than one of the categories described in Articles III and IV shall nonetheless be counted as a single member and shall have just one vote. The Council will also have one non-voting, ex-officio member, a representative appointed by the Provost. Except for the Director of Osher at Dartmouth, 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 Membership Committee
    • Chair of the Finance Committee, who will serve as Treasurer
    • Chair of the Planning Committee
    • Chair of the Development Committee
    • The Director of Osher at Dartmouth
  •  

  • Osher at Dartmouth members shall elect twelve voting members with four members elected each year for a three-year term. Members elected to the Council shall commence their regular terms on the following July 1st.

    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 two consecutive three-year terms on the Council. Such persons shall be eligible for re-election after an interval of one fiscal year.

    The President may appoint members to the Council subject to the approval of the Council and subject to the 23-voting member limit

    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. 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 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.

  • 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 the 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 term of up to two years, concurrent with the term of the President. The President Elect/Vice President shall accede to the office of President following the current President’s completion of his/her term, 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, unless special circumstances dictate other start dates.

    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 Council. The President or President Elect/Vice President serves as an ex-officio, voting 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 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 Director in collaboration with the President and the Council as determined on a case-by-case basis. The staff is subject to the approval and co-supervision of Dartmouth. Staff 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.

    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 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 vetting, recruiting, and nominating new Council members and officers. Such nominations will be presented to the Council for approval. 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; and ensuring that Osher at Dartmouth is operating in accordance with its bylaws.

    The Governance Committee shall each year select and present to the Council recipients of the Thomas B. Campion Award for exceptional service to Osher at Dartmouth, being individuals who have demonstrated a high standard of giving “outstanding service” to the organization. Recipients will be honored at the Annual Meeting and their names will be displayed at Osher at Dartmouth’s primary facility.

    The Governance Committee shall provide advice and counsel to other Osher at Dartmouth standing committees and to the 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.

    The Governance Committee shall accept for nomination to the Council Osher at Dartmouth members whose names have been submitted by petition. For the petition to be valid, at least five (5) current Osher at Dartmouth members must sign 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.  

    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 six standing committees. All voting members of standing committees shall be either members of Osher at Dartmouth or staff. Each committee shall have at least three members, one staff, and a Chair. The Chair of each standing committee shall be appointed by the President. It is recommended by the Council that each standing committee also have a Vice Chair or Co-Chair. The Vice Chair or Co-Chair is appointed by the Chair of the respective standing committee. At the discretion of the standing committee, the staff member appointed by the Director may be a voting member of the respective standing committee. It is understood that broadening the recruitment of new committee members is desirable.

    Each committee shall develop its own operating policies and procedures that shall be consistent with the Osher at Dartmouth bylaws, the Osher at Dartmouth charter, and Dartmouth’s generally accepted standards of conduct.

    The Chair of each committee shall be responsible for ensuring effective communication and collaboration with staff and with the other standing committees. Each Committee will work with the Finance Committee in the development of their budget and be responsible for working within the approved budget.

  • The six Standing Committees of Osher at Dartmouth are:

  • The Curriculum Committee which 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 which 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; bookings and arrangements with an appropriate presentation venue; travel, accommodation and entertainment arrangements for speakers, and development and tracking of budgets covering the event working with the Finance Committee.

    The Finance Committee which 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 Director is an ex-officio member of the Finance Committee.

    The Planning Committee which is responsible for examining the future needs of Osher at Dartmouth and shall develop periodic strategic plans to address those needs. All efforts shall be made to ensure the Curriculum, Finance, Membership, and Partnership Committees are represented on the Planning Committee.

    The Membership Committee which is responsible for recruiting and retaining members. The Committee’s activities include: recruiting and encouraging participation of new members; developing a communication strategy that increases membership and engagement; and organizing events designed to promote socializing among members.  

    The Development Committee which is responsible for all fund raising. This includes the annual Friends of Osher campaign and all fundraising activities related to the Fund for Osher at Dartmouth, which may become the Endowment Fund for Osher at Dartmouth. It is also responsible for securing sponsorships and alternate funding sources for Osher at Dartmouth.

    Article IX: Ad Hoc Committees

    There shall also be such ad hoc committees as the President may appoint. Ad hoc committees shall consist of Council 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.

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