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Revised February 2010

BYLAWS
UNIVERSITY OF SAINT MARY, INC.

ARTICLE I
Name and Purpose

Section 1. The name of this Corporation is University of Saint Mary, Inc.

Section 2. University of Saint Mary, Inc., is a not-for-profit corporation, organized and existing under the laws of the State of Kansas. The Corporation shall be authorized and qualified to perform all those purposes described in its Articles of Incorporation. The primary objective of the Corporation is to manage and operate University of Saint Mary in the City of Leavenworth, State of Kansas, or elsewhere.

ARTICLE II
Mission and Philosophy


The University of Saint Mary educates students of diverse backgrounds to realize their Godgiven potential and prepares them for value-centered lives and careers that contribute to the well being of our global society.

Values Statement

The University of Saint Mary believes in the dignity of each person's capacity to learn, to relate, and to better our diverse world. We value: Community, Respect, Justice, and Excellence.

ARTICLE III
Purposes and General Policy


Section 1. Saint Mary's philosophy, mission and purposes – as an applied liberal arts University, as a Catholic University, and as a University in the tradition and spirit of the Sisters of Charity of Leavenworth, Inc, -- shall be fulfilled through the collaborative efforts of the Corporation's Members, Board of Trustees, officers of administration, faculty and staff, operating within the framework of the respective Articles of Incorporation, Bylaws, and policies, which govern their
actions and define their responsibilities.

Section 2. Recognizing the history of the Sisters of Charity of Leavenworth, Inc. in the ministry of Christian education at Saint Mary and wishing to preserve and foster that tradition, the Members and Trustees shall ensure that the mission and spirit of the University of Saint Mary is consistent with and carries forward the mission and spirit of the Sisters of Charity of
Leavenworth, Inc.

ARTICLE IV
Members of the Corporation


Section 1. Conditions of Membership. Members of University of Saint Mary, Inc. are those persons who are members of the Board of Trustees of the Sisters of Charity of Leavenworth, Inc., a not-for-profit Kansas corporation. If any such person ceases to be a Trustee of the Sisters of Charity of Leavenworth, Inc., the Membership of such a person in this Corporation shall automatically terminate.

Section 2. Number of Members. The number of Members of the Corporation shall be five (5). The number may be increased or decreased from time to time by amendment of the Bylaws of the Sisters of Charity of Leavenworth, Inc.

Section 3. Voting Rights of the Members. Each Member of the Corporation in good standing shall be qualified to vote on any issue that may properly come before any meeting of the Members, and to hold any office to which elected or appointed.

Section 4. Reserve Powers.
   a. The following powers are reserved to the Members, and the affirmative vote of not less than two-thirds (2/3) of the total Members shall be required for any action of the Corporation on these matters:
    1. Change the mission, purpose or philosophy of the Corporation.
    2. Amend or revoke the Articles of Incorporation and/or the Bylaws of the Corporation;
    3. Appoint the Board of Trustees of the Corporation after receiving
recommendations from the Board, provided that the Members' appointment authority shall not be limited to the nominations received.
    4. Appoint, or remove from office, the President of the University after consultation with the Board;
    5. Confirm the appointment of the Academic Vice President and Dean of the University, and the Vice President for Finance and Administrative Services of the University at the recommendation of the President and of the Board of Trustees;
    6. Appoint the accounting and auditing firms of the Corporation after consultation with the Board;
    7. Receive, review and approve annual audit;
    8. Approve operating and capital budgets following approval of the Board of Trustees;
    9. Borrow money for capital needs of the Corporation, issue notes on bonds, accept major grants, or other evidence of indebtedness or obligation of the Corporation; and
    10. Dissolve the Corporation; or merge, consolidate, or otherwise restructure the Corporation with any other legal entity.
  b. Since this Corporation is an operating entity for the Sisters of Charity of Leavenworth, Inc.'s higher educational mission and does not own title to land and fixed assets, but rather has the beneficial use thereof, certain powers are necessarily and ultimately reserved to the Sisters of Charity of Leavenworth, Inc. These reserve powers are as follows:
    1. The sale, conveyance, assignment, transfer, alienation, pledge, encumbrance, or lease of the real property of the Corporation or any interest therein;
    2. The purchase or acquisition of additional real property or any interest therein for the use of the Corporation.

Section 5. Officers of the Membership. The officers of the Membership shall be a Chairperson, Vice Chairperson, Secretary, and Treasurer, as elected by the Members from their number.

Section 6. Meetings of the Members. The annual meeting of the Members of the Corporation shall be held in September in each year at Leavenworth, Kansas, or at such other time and place as the majority of the Members of the Corporation shall determine.
  a. Special meetings of the Members of the Corporation may be held at any time or place at the call of the Chairperson of the Membership, or signed by a majority of the Members. Notice of said meeting, in writing or by telephone, shall be given to each Member not less than two (2) days in advance of the date for which the meeting is called and shall
state the purposes of the meeting.
  b. Presence at any annual or special meeting shall be deemed to be waiver of notice of time,
date, and place of said meeting, unless a Member attends such a meeting for the express
purpose of objecting to the transaction of business because such meeting was not lawfully
called or convened.

Section 7. Quorum. Two-thirds (2/3) of the Members of the Corporation shall constitute a quorum for the transaction of business.

Section 8. Proxies. At all meetings of the Members of the Corporation a Member may vote by proxy executed in writing by the Member and filed with the secretary before the time of the meeting.

Section 9. Action by Consent of the Members. Any action which under any provision of law may be taken at a meeting of the Members of the Corporation may be taken without a meeting if all Members entitled to vote at a meeting for that purpose, consent thereto in writing, and the writing or writings are filed with the Secretary.

Section 10. Meeting by Telephone. Any meeting of the Members may be held by telephone conference or similar communication equipment.

ARTICLE V
Board of Trustees

Section 1. Powers. All powers for the governance of the Corporation shall be vested in a Board of Trustees, with the exception of those powers specifically reserved to the Members of the Corporation and to the Sisters of Charity of Leavenworth, Inc., under the Articles of Incorporation and in Article IV, Section 4, of these Bylaws.

Section 2. Number of Trustees. The initial number of Trustees of this Corporation shall be five (5). The number of Trustees may be increased or decreased from time to time and the qualifications changed by resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Members of the corporation at any annual or special meeting thereof,
provided that the authorized number of Trustees shall never be less than three (3) nor more than twenty-five (25), and shall always be an odd number.

Section 3. Ex Officio Trustees. The Community Director or her designee is an ex officio voting member of the Board of Trustees. The President of the University shall also be an ex officio Trustee. The term of office of such ex officio Trustees shall be coextensive with their incumbency in their other respective offices.

Section 4. Qualifications of Trustees. The Members shall appoint as Trustees of the Corporation those persons who, in their judgment, are by their character, intelligence, experience, and commitment qualified to serve. The Members shall assure the viable presence of Sisters of Charity of Leavenworth on the Board by reserving to the Members the opportunity of directly appointing Sisters of Charity of Leavenworth to the Board of Trustees. Subject to the foregoing, the Board of Trustees by a two-thirds (2/3) vote shall recommend to the Members those persons they judge qualified to serve as Trustees.
  a. To be eligible for appointment to the Board, a candidate shall:
Exemplify basic qualities of honesty, integrity, justice, and sound moral character,
Be committed to uphold and further the philosophy, mission, and purposes of University of Saint Mary;
Be able to apply intelligence, experience, and expertise to Board decisions objectively and realistically;
Be willing and able to devote necessary time, energy, attention and resources to Board matters;
Honor the confidential character of Board proceedings.
  b. Members of the Corporation are eligible to serve as Trustees.
  c. Except for the President of the University, no administrator, faculty member, staff member, or other employee of the University shall be eligible to serve on the Board of Trustees.

Section 5. Appointment of Trustees. Ordinarily, The Board of Trustees shall be appointed at the annual meeting of the Members of the Corporation.

Section 6. Terms. The Trustees shall serve for terms of three (3) years each, provided that the terms of the Trustees shall be fixed so that approximately one-third (1/3) shall be elected each year; and provided further that terms shall commence and terminate at the time of the annual meeting of the Board of Trustees.
  a. Ordinarily, no Trustee except the President of the University and the Members of the Corporation elected as Trustees shall be eligible to serve more than three (3) consecutive terms.
  b. After a Trustee has remained off the Board for one full year, then such a person shall be eligible for election to the Board of Trustees for two (2) additional consecutive terms.
  c. A Trustee may resign at any time by giving written notice to the Chairperson of the Corporation and to the Chairperson of the Board of Trustees. Any Trustee may be removed at any time with or without cause by a two-thirds (2/3) vote of the Members of the Corporation at a meeting called for that purpose.

Section 7. Responsibilities of the Board of Trustees. The responsibilities of the Board of Trustees include, but are not limited to, the following:
  a. Further the mission, purposes, and philosophy of the Corporation;
  b. Assure that personnel, programs, activities, and resources are aligned with the Corporation's mission, purpose and philosophy.
  c. Review and approve policies governing the faculty and assure the appropriate role of the faculty in academic decisions;
  d. Provide for the solvency and financial stability of the Corporation;
  e. Approve, subject to the final approval of the Members, all operating and capital budgets;
  f. Review and recommend to the Members for final approval the annual audit;
  g. Authorize officers of the University to enter into contracts, or execute and deliver any instrument in the name of and on behalf of the Corporation, except as prohibited or limited by the Bylaws or Articles of Incorporation.
  h. Consult with the Members on the appointment or removal from office of the President of the University.
  i. Evaluate the President of the University annually.
  j. Approve, upon recommendation of the President and with the confirmation of the Members, the Academic Vice President and Dean of the University, and the Vice President for Finance and Administrative Services;
  k. Promote faculty in rank and award tenure upon recommendation of the President;
  l. Approve personnel policies for faculty, staff, and other employees as recorded in the handbook;
  m. Approve new major policies and programs, and any significant changes in existing policies and programs as proposed by the various standing committees.
  n. Receive recommendations, through the President, from duly authorized University bodies, such as the faculty;
  o. Approve formation of auxiliary and/or advisory groups, and the bylaws that govern them;
  p. Provide for ongoing planning for the University's future, and approve long-range and/or strategic plans;
  q. Provide for periodic evaluations of the University, its programs, operations, and resources.
  r. Report to the Members, at least annually, through the Board Chairperson and/or the University President, on the current state of the University and plans for the future.

Section 8. Trustee Emeritus Upon recommendation of the Committee on Trustees, a trustee who has served with distinction for three (3) terms may be elected as a trustee emeritus by the majority of the trustees then in office. The term of a trustee emeritus shall be three (3) years and shall be renewable, provided that the total number of trustees emeriti does not exceed one-third of the total number of regular, voting trustees. These trustees shall be eligible to serve on board
committees (except for the Executive Committee and Committee on Trustees) and cast votes in committee, and they may speak freely at all board and committee meetings. They shall not serve on the Executive Committee or Committee on Trustees, nor shall they have voting privileges at board meetings or be counted as part of quorum determinations at board meetings.

Section 9. Meetings. All meetings of the Board of Trustees shall be held at University of Saint Mary or at such other place within or without the State of Kansas as may be designated for that purpose from time to time by a majority of the Board of Trustees.
  a. Annual Meeting. The first regular meeting of the Board of Trustees after the annual meeting of the Members shall be designated as the annual meeting. At least two (2) weeks' prior written notice of date and time of such meeting shall be given to each Trustee.
  b. Regular Meetings. Regular meetings of the Board of Trustees shall be held quarterannually at a time to be specified by resolution of the Board. Written or telephonic notice of such meetings shall be given to each Trustee at least two (2) weeks in advance of the meeting. A Trustee who is not able to attend at least fifty percent (50%) of the regular
meetings of the Board during any twelve-month period shall be expected to tender his or her resignation from the Board.
  c. Special Meetings. Special meetings of the Board of Trustees may be called at any time by the Chairperson of the Board, the University President, or any three Trustees. Written or telephonic notice of the call and purpose of special meetings shall be given to each Trustee at least forty-eight (48) hours in advance thereof. No other business shall be
transacted at special meetings except such as is stated in the call.
  d. Waiver of Notice. Presence at any annual, regular, or special meeting shall be deemed to be waiver of notice of time, date, and place of said meeting, unless a Trustee attends such a meeting for the express purpose of objecting to the transaction of business because such meeting was not lawfully called or convened.
  e. Action by Consent. Any action which under any provision of law may be taken at a meeting of the Board of Trustees may be taken without a meeting if authorized by a writing signed by the Trustees entitled to vote at a meeting for that purpose and filed with the Secretary.
  f. Meetings by Telephone. Any meeting of the Board of Trustees may be held by telephone conference or similar communication equipment.

Section 10. Quorum. A majority of the Trustees shall constitute a quorum for the transaction of business.
Section 11. Officers of the Board. The officers of the Board of Trustees shall be a Chairperson, the President of the University, a Vice Chairperson, a Secretary, and a Treasurer. The offices of Secretary and Treasurer may be held by one person. The Trustees may provide for such other elected officer or officers and prescribe therefore such
powers, duties, functions, and tenure as the Trustees may from time to time determine.
  a. Election of Officers. The officers, other than the University President, shall be elected at the annual meeting of the Board of Trustees, provided that, should a vacancy occur during a time record term of an officer, such vacancy may be filled at any other meeting of the Board of Trustees.
  b. Chairperson of the Board. The Chairperson shall preside at all meetings of the Board. The Chairperson will appoint, with the approval of the Board of Trustees, all standing and special committees of the Board, and may serve as an ex officio member of all standing committees. The Chairperson shall be empowered to call special meetings of the Board of Trustees as set forth herein, and shall discharge all other duties as may be required by these Bylaws and as from time to time may be assigned by the Members of the Corporation and the Board of Trustees.
  c. Vice Chairperson. The Vice Chairperson shall act in the place of the Chairperson in his or her absence and when so acting, shall have all the powers and authority of the Chairperson.
  d. Secretary. The Secretary shall record, or cause to be recorded, the Minutes of the Board of Directors, and keep, or cause to be kept, adequate records of all transactions of the Board of Trustees, and shall be custodian of the Corporate records and of the seal of the Corporation. The Secretary shall also see that all notices are duly given in accordance
with provisions of these Bylaws or as required by law. The Secretary shall sign, in coordination with the Chairperson or Vice Chairperson, documents in the name of or on behalf of the Corporation under authority given by these Bylaws, or by any appropriate resolution of the Board of Trustees, and affix the corporate seal to such documents. In general, the Secretary shall perform, or cause to have performed, all duties incident to the office of secretary and such other duties as from time to time may be assigned by the Members of the Corporation and the Board of Trustees.
  e. Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses. The books of account shall at all times be open to inspection by any Trustee
or Member at reasonable times during business hours. The Treasurer shall deposit, or cause to be deposited, all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may be designed by the Trustees. The Treasurer shall disburse, or cause to be disbursed, the funds of the corporation as ordered by the Board of Trustees; shall render, or cause to be rendered, to the Members and the Board of Trustees, whenever they shall request it, an account of all financial transactions of the Corporation. The Treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Members of the Corporation and the Board of Trustees.
Section 12. Committees of the Trustees. The Board of Trustees shall, by resolution or resolutions passed by a majority of the Trustees, approve standing or special committees as appointed by the Chairperson. The scope of authority of each of the committees, except the Executive Committee, shall be limited to study and investigation within its particular areas of
concerns and to the making of reports and recommendations to the Board of Trustees for its action. Except for the Executive Committee, shall be limited to study and investigation within its particular areas of concerns and to the making of reports and recommendations to the Board of Trustees for its action. Except for the Executive Committee, persons other than Trustees may serve on Board committees, provided that the chair of the committee is a Trustee.
  a. The Executive Committee. The Executive Committee shall consist of the Chairperson of the Board of Trustees, who shall be the chairperson of this committee, the President of the University, and such other Trustees as the Board may designate for this purpose, provided however, that at least one (1) member of the Executive Committee be a Sister of Charity of Leavenworth who is a Member of University of Saint Mary, Inc.
    1. The Executive Committee shall have the power to transact the regular business of the Corporation during the interim between meetings of the Board of Trustees, provided that an action taken shall not conflict with the Articles of Incorporation,
the Bylaws, or policies established by the Members and Board of Trustees; and provided further that the Executive Committee shall refer all matters beyond the regular course of the Corporation's business to the Board of Trustees for its
decision and action subject to the provisions of the Articles of Incorporation and Article IV, Section 4 of these Bylaws that reserve certain powers and authority.
    2. Minutes of the meetings of the Executive Committee shall be sent promptly to all other Trustees.
    3. A simple majority shall constitute a quorum for the transaction of business at any regular and special meetings of the Executive Committee.
    4. Special meetings of the Executive Committee may be called by the Chairperson at any time upon twenty-four (24) hour notice.
  b. Finance Committee. The Finance Committee shall consist of at least three (3) members one of whom would ordinarily be the Treasurer of the Board and the chairperson of the committee. This committee shall concern itself with all financial
policies of the Corporation, review and recommend all budgets to the Board of Trustees, regularly review financial statements.
  c. Audit Committee. The Audit Committee shall consist of at least three (3) members. This committee will concern itself with assisting the Board of Trustees in its fiscal oversight responsibility for the University. This committee oversees the following areas as they relate to the financial process: the system of internal controls, the independent audit process, and the process for monitoring compliance with laws and regulations.
  d. The Committee on Trustees: The committee on trustees shall have at least five members. It shall present to the board of trustees nominations for trustees to be affirmed by the board and sent on to the board of members for final approval. The
committee shall also present candidates for chair, vice chair, secretary, and treasurer. It shall nominate at-large members to serve on the executive committee for one year terms. The committee shall furnish information relating to the background and qualifications of all such nominees prior to the board meeting at which an election or appointment is scheduled to take place.
The committee shall maintain a current profile of the board's membership composition to guide the selection process. It shall annually review the performance of incumbent trustees and board officers who are eligible for re-election, and it shall
develop and administer program of orientation with the president for newly elected trustees. The committee shall also, subject to the requirements as set forth in these bylaws, nominate trustees emeriti. With the president, it shall provide for on-going education of the board at least twice annually.
  e. Institutional Advancement Committee. The Institutional Advancement Committee shall consist of at least three (3) members, and its chair shall be a Trustee. This committee shall concern itself with advancing the University's reputation with the public, with recruiting students for the University in adequate number and quality, and with the fund raising activities of the University. It shall recommend to the Board both policies and programs to achieve these ends.
  f. The Investment Committee. The Investment Committee shall consist of at least three (3) members and its chair shall be a Trustee. The primary responsibility of this
  g. Academic and Student Life Committee. The Academic and Student Life Committee shall consist of at least three members (3), and its chair shall be a Trustee. This committee shall concern itself with the quality of the University's academic and support programs for the students. It shall recommend the approval of new programs and major changes in curriculum and academic policy to the Board of Trustees.
  h. Building and Grounds Committee. This committee shall have a minimum of three (3) members. This committee shall concern itself with the physical plant including the adequacy and condition of capital assets; planning for land, buildings and equipment usage, including the building, remodeling or removing present structures consistent
with the strategic plan.
  i. Special Committees. Special committees may be appointed by the Chairperson from time to time as warranted. Special committees shall stand discharged upon completion of their function.

Section 13. Interest of Trustees in Contracts. Any contract or other transaction between the Corporation and one or more of its Trustees, or between the Corporation and any firm of which one or more o f its Trustees are members or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such Trustee or Trustees at the meeting of the Board of Trustees, which acts upon or in reference to, such contract or transaction, and
notwithstanding his/her or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Trustees and the Board of Trustees shall, nevertheless, authorize, approve, and ratify such contracts or transaction by a vote of a majority of Trustees present, such interested Trustee or Trustees to be counted in determining whether a quorum is present, but not to be counted in calculating the majority necessary to carry such a vote. This
section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common statutory law applicable thereto.

Section 14. Compensation. The Trustees shall receive no compensation for their services as Trustees. This shall not preclude the reimbursement of the Trustees by the Corporation for direct expenses incurred in their service as Trustees.
Section 15. Deposits and Securities. The Board by appropriate resolutions shall provide for the safekeeping, handling, transfer, and withdrawal of funds, securities, and other properties of the Corporation; shall designate banks, depositories, and other appropriate agencies in which the funds of the Corporation shall be deposited and securities held for the account of the Corporation; and shall designate such officers and Trustees of the Corporation as shall have power and authority to act on behalf of the Corporation in connection with the withdrawal of Corporation funds from said banks and depositories, the sale or transfer of securities and other property of the Corporation, and the execution of contracts and any other legal instruments not in the ordinary course of business of the Corporation.

ARTICLE VI
Officers of the University.


Section 1. The President. The President shall be the chief executive officer of the University. The President of the University of Saint Mary shall be a Catholic leader in higher education who shall lead the institution in the spirit of St. Vincent de Paul and St. Louise de Marillac and support the University of Saint Mary's mission, vision, and values. The President shall have a doctorate or a terminal degree.
  a. Appointment. The President of the University shall be appointed by the Members of the Corporation, upon consultation with the Board of Trustees, and shall serve at the pleasure of the Members.
  b. Authority and Responsibility. The President of the University shall exercise the authority necessary for the effective administration, management, and direction of the University, within the limits of the authority delegated to him/her by the Board of Trustees. The responsibilities of the President shall include, but not be limited to the following:
    1. Provide the leadership and administrative support for the University to achieve effectively its mission and purpose.
    2. Be responsible to the Members and the Board of Trustees for the conduct of his/her office;
    3. Establish and promote communication between the Members and the Board of Trustees.
    4. Report regularly to the Board of Trustees and at least annually to the Members on the current state of the University and plans for the future.
    5. Serve as an ex officio member of the Board of Trustees and of its committees.
    6. Provide the leadership and administrative support for the goals and plans, policies and programs that carry forward the University's mission and purposes;
    7. Establish and maintain a sound plan of organization and delegate to the other administrative officers adequate authority to carry out their designated responsibilities within an appropriate framework of supervision
and control;
    8. Coordinate the on-going planning and long-range development of the University, with particular attention to its academic strength and quality, and to the resources necessary to accomplish its mission effectively.
    9. Serve as the chief representative and spokesperson for the University, presiding at all academic events at which he/she is present, maintaining positive relations with the University's various constituencies and publics,
representing the University at local, state, and national levels, and coordinating a sound program of public relations;
    10. Define the financial needs of the University in terms of annual and capital budgets, and longer range projections and plans; and provide the leadership and administrative support for sound fiscal management and long-term financial stability.
    11. Give leadership, direction, and support to the University's fundraising program;
    12. Recommend, upon consultation with the Academic Vice President and Dean of the University and appropriate faculty bodies, appointments to the faculty, promotion of faculty in rank, and awarding of tenure to faculty.
    13. Recommend approval of the other chief administrative officers to the Board and evaluate administrative officers annually.
    14. Take all policy and program proposals to the Board of Trustees with his/her recommendations.
    15. Provide for effective programming throughout the University;
    16. Assure the good maintenance and upkeep of the University's physical facilities, and plan for future needs; and
    17. As authorized by the Board of Trustees, and in accordance with the provisions of these Bylaws and the Articles of Incorporation, sign in the name of and on behalf of the University all contracts, deeds, and other legal instruments made in the ordinary course of the business of the University; or authorize in writing other officers of administration to act in
such matters.
  c. Removal From Office. The President of the University may be removed from office, with or without cause, by a vote of at least two-thirds (2/3) of the Members upon consultation with the Board of Trustees.

Section 2. Other Chief Officers of Administration. The other chief administrative officers of the University shall be the Vice President and Dean for Academic Affairs, Vice President for Finance and Administrative Services, Vice President and Dean of the Overland Park campus, Vice President of Student Life, and Vice President for Institutional Advancement.
  a. Appointment. The appointment of these chief officers of administration by the President shall be approved by the Board of Trustees. The appointments of the Academic Vice President and Dean of Faculty, and the Vice President for Finance and Administrative Services shall be confirmed by the Members.
  b. Responsibilities. The responsibilities of the administrative officers shall be assigned by the President to whom they report directly.
  c. Advisory to the President. The officers appointed to head the chief administrative departments of the University comprise an administrative council, advisory to the President.

ARTICLE VII
Indemnification


Each Member, Trustee, and Officer of the Corporation shall be indemnified in accordance with the statutes of the State of Kansas which are in effect at the time the indemnification becomes appropriate.

ARTICLE VIII
Not-for-Profit Character of the Corporation


Section 1. This Corporation is not organized for profit and is a Corporation which does not contemplate the distribution of gains, profits, or dividends to the members thereof; and is a Corporation organized and operated exclusively for educational, religious, cultural, benevolent, or other charitable purposes, not part of the accumulations, gains, profits, or net earnings of
which shall inure to the benefit of any private person or persons.

Section 2. No substantial part of the activities of this corporation shall consist of the carrying on of propaganda in, or intervene in, any political campaign on behalf of any candidate for public office, or in any activity contrary to the provisions of Section 501 (c) (3) of the Internal Revenue Code of 1986 as now in effect or as subsequently amended.

ARTICLE IX
Dedication of Assets of the Corporation


All property and assets of this Corporation of every kind whatsoever are irrevocably dedicated to educational, religious, cultural, benevolent, or other charitable purposes, and upon the liquidation, dissolution, winding up, or abandonment of this Corporation, none of its property or assets shall inure to the benefit of any private person or persons, but shall be distributed
exclusively to and become the property of a fund, foundation, or corporation as may be selected or designed by the Members of this Corporation, which fund, foundation, or corporation is organized and operated exclusively for educational, religious, cultural, benevolent, or other charitable purposes, and which qualifies as an exempt organization under Section 501 (c)(3) of the Internal Revenue code of 1986 as such laws now respectively exist or may subsequently be amended; and which recipient may be the Sisters of Charity of Leavenworth, Inc., itself so long as it qualifies herein stated.

ARTICLE X
Amendments to Bylaws


Section 1: These bylaws, which shall be reviewed annually by the Members and the Board of Trustees, may be amended at any time by the affirmative vote of two thirds (2/3) of the Members of the Corporation at any regular or special meeting thereof, provided a full statement of such proposed amendment shall have been published in the notice calling the meeting.

Section 2: Recommendations to the Members from the Board of Trustees to amend Bylaws require two-thirds (2/3) vote of the Trustees.

These amended Bylaws are hereby adopted by the Members of University of Saint Mary on this 23 day of February, 2008.

/s/Sister Margaret Ellen Johnson/s/
Secretary

/s/Sister Joan Sue Miller/s/
Chair of the Members
(Article V, Section 11d, and 11e were amended March 15, 1995.)
(Article V, Section 2 was amended on May 28, 1996)
(Article V, Section 11f was amended Nov. 26, 1996)
(Article V, Section 2, Number of Trustees was amended Jan. 28, 1998)
(Article IV, Section 4a, 5; Article V, Section 7j; Section 11, b, e, f; Article VI, Section 1b 12, 13) Section 2 and "a" were amended Nov. 8, 1999)
(Article II, Mission and Philosophy updated, June 2003)
(Saint Mary University replaced with University of Saint Mary throughout document, July 2003)
(Article IV, Section 2; Article V, Section 3; Article 5, Section 4a; Article 5, Section 5; Section 6; Section 7b, 7j; Section 7 l; 7m; Section 11, 4b, 4c, 4f, 4g, 4h; Article 6, Section 1- b15; Section 2 were amended, March 2006.)
(Article V, Section 11d was amended October 27, 2008.)
(Article V, Section 6a, Terms changed to read three (3) consecutive terms. Trustee Emeritus was added as Section 8 and Section 8 Meetings was changed to Section 9 and etc. for the following Section numbers, February 23, 2009.)
(Article VI, Section 1, The President. Sentence 2 and 3 were added, February 23, 2010.)