BY-LAWS OF WILSON UNIVERSITY

A California Non-profit Religious Corporation

The principle office of the Wilson University shall be located at 8434 Bradshaw Road, Elk Grove, Sacramento County, California. The Board of Directors may at any time establish branch offices, either within or outside the State of California, in order to advance the proper purposes of the Corporation.

This corporation is a non-profit religious corporation and is not organized for the private gain of any person.  It is organized under the California Nonprofit Religious Corporation Law primarily or exclusively for religious purposes.  The specific purposes for which this corporation is organized are religious ones, to wit:

To provide education without distinction as to age, race, sex, or religious belief, to the end that the students may be equipped for a fruitful life of Christian service, particularly through Christian ministry.  This education shall be provided by a Board of Trustees, Administration and Faculty, all of the members of which accept the Bible as the inspired word of God and its revelation of Jesus Christ as disclosed in the New Testament.

To work in partnership with apostolic Pentecostal churches worldwide.

The term apostolic Pentecostal churches as used in these Bylaws shall mean those churches that are dedicated to the restoration of the New Testament Church in its powerful and positive dynamics, doctrine, ordinances, faith, and manner of living.

To engage in any other lawful activities permitted under the California nonprofit Religious Corporation Law.

To acquire by gift or purchase such property, whether real or personal, to facilitate the foregoing purposes, and to have and exercise all other powers, rights, and privileges granted by the State of California.  The recital of these purposes as contained in this paragraph is intended to be exclusive of any and all other purposes, this corporation being formed for such purposes only.

Wilson University, in its endeavor to bring authentic education to its students, which, in turn, can provide genuine hope to the peoples to whom they minister, shall forever maintain the Bible as its primary and foundational textbook.  Because human hope as well as treatment of all seminal questions and issues of ultimacy are found therein, all courses of study and classroom activities, as well as the conduct of the entire university, shall be in harmony therewith.  The university is founded upon the truth that:

  1. The Bible is a revelatory, divinely inspired, inerrant book.  It is the only written document which contains the full and final revelation of God’s provision and will for man.
  2. God, the Father of all, is revealed to man in the person of Jesus Christ who is the incarnated revelation of God to mankind as presented in the Bible.
  3. Jesus Christ reconciles mankind from historic estrangement from God.  A way is thus provided for reinstatement of man to his rightful place as bearer of the image of God. This is salvation. It is the “good news.” The Acts account in the biblical record of the birthday of the Christian church includes the explicit manner and promise by which this good news can be appropriated for all time by whomsoever will.
  4. It is the mission of the church to make known to all this gracious provision and also to:
    • Make known how one can appropriate these benefits to oneself and avoid negative judgment on one’s life.
    • Provide guidance for exploring and grasping the meaning of life and world and one’s relationship to this world.
    • Supply a place for fellowship, encouragement, nurturing, course corrections, and ongoing assistance and instruction.
    • Make known the ongoing importance and ultimate, infinite benefits a life transformed in Jesus Christ.

Only minimum reflection is necessary to realize that the above brief statements involve an entire worldview as broad as life itself, in which, as a result of their breadth, have many implications and conclusions.  It is the role of Wilson University to assist in providing insight, understanding, and to shed light on these seminal truths of life itself.  Further, this role is to equip graduates to be able to make known this hope to their world in a healthy and optimally beneficial way.

The corporation shall have no members.  Any action which would otherwise require approval by a majority of all members shall only require approval of the Board of Trustees (“Board”).  All rights that would otherwise vest in the members shall vest in the Board.

SECTION 1.  POWERS

The Board of Trustees shall be the governing Board of the University and shall establish broad institutional policies and shall have final authority over any and all institutional decisions.  This includes representation of the public interest and/or diverse elements of the constituency.  The Board shall have the following powers in addition to other powers enumerated in these Bylaws:

(a) It shall appoint and employ the President, who shall be the chief oversight officer and shall be responsible for the overall direction and ongoing vision of the university as well as the day-to-day affairs of the University.

(b) It shall be concerned with provision for adequate funding and make certain that disbursements from the funds and properties of the corporation are made in order to fulfill the purposes of this corporation.  The Board shall also make rules and regulations as recommended by the President, by his consent, and not inconsistent with law, with the Articles of Incorporation, or with these Bylaws, as they may deem best.  A veto by the President of any law or guideline enacted by the Board shall be overturned only by a two-third (2/3) majority vote of the Board of Trustees.

(c) It shall adopt and make a corporate seal and alter the form of such seal from time to time as may be deemed best.  It shall fix and locate the office of the corporation.

(d) It shall borrow money and incur indebtedness for the purposes of the corporation as necessary and cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and security thereof.

(e) To the extent permitted by the exempt status of the corporation, to carry on a business at a profit and apply any such profit that results from the business activity to any activity in which it may legally engage.

(f) All property of the University shall vest in Wilson University, a corporation, and the Board shall have full power to receive and hold, by purchase, gift, devise, bequest or grant, real or personal property for educational purposes connected with the corporation, or for the benefit of the institution; and shall have power to sell, mortgage, lease, hypothecate, and otherwise use and dispose of the said property of the corporation in such manner as they shall deem most conducive to the welfare of the corporation. 

SECTION 2.  NUMBER OF TRUSTEES

The authorized number of Trustees of the corporation shall be not less than seven (7) and not more than thirty (30), with the exact number to be determined from time to time by the Trustees until changed by an amendment of the Articles of Incorporation or by an amendment to these Bylaws.  The number may be changed by the vote or written assent of a majority of the Trustees then in office.  All trustees shall be members in good standing in an apostolic Pentecostal church that adheres to the tenets of the WU Tenets of Faith Handbook.

SECTION 3.  SELECTION AND TERM OF TRUSTEES

The term of office for a Trustee shall be three (3) years.  A Trustee who has been elected for a full three year term shall be eligible to serve three (3) consecutive three-year terms (nine years).

No Trustee who has served for three full terms consecutively shall be eligible for re-election or appointment to an unexpired term until one year has elapsed after the expiration of the third full term.

A Trustee may, upon favorable vote by the majority of the Board of Trustees present at a regular or called meeting, be elected to fill a vacancy which has left an unexpired term.  This Trustee is eligible for no more than two succeeding full terms.

Trustees shall be elected at each annual meeting of the Board of Trustees by a majority vote of the Trustees in attendance at said meeting.

The majority of the Board of Trustees shall not be full-time employees of the University.

The majority of the Board of Trustees shall not be family members of either the President or other Trustees.

SECTION 4.  VACANCIES

Subject to the provisions of Section 9226 of the California Nonprofit Religious Corporation Law, any Trustee may resign effective upon giving written notice to the Chairman of the Board, the President, or the Secretary of the Board, unless the notice specifies a later time for the effectiveness of the resignation.

If the resignation is to take effect at some future time, a successor may be selected before such time, to take office when the resignation becomes effective.

Vacancies in the Board shall be filled by a majority of the remaining Trustees.  Each Trustee so elected shall hold office until the expiration of the term of the replaced Trustee and until a successor has been named and qualified.

A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation or removal of any Trustee, or if the authorized number of Trustees in increased.

The Board may declare vacant the office of a Trustee who has bee declared of unsound mind by a final order of Court, or convicted of a felony, or has been found by a formal order or judgment of any Court to have breached any duty arising under the California Nonprofit Religious Corporation Law.

No reduction of the authorized number of Trustees shall have the effect of removing any Trustee prior to the expiration of the Trustee’s term of office.

In the event these Bylaws are amended so as to increase the number of Trustees, a majority of the Board of Trustees shall have exclusive power to elect such additional Trustees and fix their terms of office.

SECTION 5.  REMOVAL OF TRUSTEES

A Trustee may be removed from office if any of the following has been found to have occurred:

(a) The Trustee misses two or more consecutive Board meetings or two meetings in a calendar year without justifiable cause.

(b) The Trustee becomes physically incapacitated or his or her inability to serve is established in the minds of a majority of the Board.

(c) The Trustee becomes spiritually unqualified in the minds of a majority of the Board.

(d) A conflict of interest is found to exist between the Trustee and the corporation.

(e) The Trustee is found to have engaged in activities that are directly contrary to the interests of the corporation.

(f) The Trustee is engaged in the misrepresentation of the corporation and its policies to outside third parties, either willfully, or on a repeated basis.

Before any such removal occurs, the Trustee will be advised of the allegation and the basis for the same by the Chairman and two Trustees appointed by the Chairman and will be given an opportunity to present any contrary evidence, or explanation he or she may have to the Board.   Removal must be by a majority vote of the Trustees with such vote being final with no further appeal.

SECTION 6.  PLACE MEETINGS

Notwithstanding anything to the contrary provided in these Bylaws, any meeting (whether regular, special or adjourned) of the Board of Trustees of the Corporation may be held at any place within or without California that has been previously designated for that purpose by resolution of the resolution of the Board of Trustees or by the written consent of all the members of the Board.  If the place has not otherwise been designated, the meeting will be at the principal offices of the corporation.

SECTION 7.  ANNUAL MEETING AND REGULAR MEETINGS

An annual meeting of the Board of Trustees shall be held each calendar year at the offices of the corporation, unless otherwise notified by the Chairman of the Board.

The date and time of this meeting shall be decided by the Chairman of the Board.  Each Board Member shall be notified in writing at least 60 days in advance of the meeting.  The Notice shall plainly state the date, time and place of said meeting and a brief description of the purposes of the meeting.

SECTION 8.  SPECIAL MEETINGS

Special meetings of the Board shall be convened either by the Chairman of the Board, or the President of the University, or upon written request of at least thirty-three percent (33%) of the Trustees of the Board.

SECTION 9.  NOTICE OF SPECIAL MEETINGS

Special meetings of the Board shall be held upon five (5) day’s notice by first class mail or a forty–eight (48) hour notice given personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages.  The notice shall be addressed or delivered to each Trustee or at the Trustee’s address as it is shown upon the records of the corporation or as may have been given to the corporation by the Trustee for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place at which the meetings of the Trustees are regularly held.

SECTION 10.  QUORUM

A quorum at any meeting of the Board of Trustees shall be fifty percent (50%) of its membership.

SECTION 11.  PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE OR INTERNET

Trustees may participate in a meeting through use of conference telephone, electronic video screen communications, or other communications equipment so long as all Trustees participating in such meeting can communicate with all of the other Trustees concurrently.  Each trustee must be provided the means of participating in all matters before the Board, including the capacity to propose or to interpose an objection to a specific action to be taken.  The corporation must adopt and implement means of verifying that the person communicating is a Trustee entitled to participate in the Board meeting, and that all statements, questions, actions, or votes were made by that Trustee and not by another person not permitted to participate as a Trustee.

SECTION 12.  WAIVER OF NOTICE

Notice of a meeting need not be given to any Trustee who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to the meeting or at its commencement, the lack of notice to such Trustee.

All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

SECTION 13.  ADJOURNMENT

A majority of the Trustees present, whether or not a quorum is present, may adjourn any Trustees’ meeting to another time and place.  Notice of the time and place of holding an adjourned meeting need not be given to absent Trustees if the time and place is fixed at the meeting adjourned, except as provided in the following sentence.  If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Trustees who were not present at the time of the adjournment.

SECTION 14.  ACTION WITHOUT MEETING

Any action required or permitted by the Board may be taken without a meeting if all Trustees individually or collectively consent in writing to such action.  Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of proceedings of the Board.

SECTION 15.  FEES AND COMPENSATION

Trustees (as such) shall not receive compensation for their services as Trustees.

Trustees may receive a reasonable allowance for personal services actually rendered pursuant to resolution passed by a majority vote at a regular or special meeting of the members:  reimbursement for expenses as may be fixed or determined by the Board.

SECTION 1.

Committees of the Board may be appointed by resolution passed by a majority of the Board.  Any committee members who are not members of the Board must be approved by the President.  All Committee chairmen must also be approved by the President.  Committees shall be composed of at least two (2) Trustees of the Board and other non-Board members as may be necessary to compose and constitute the Committee.  The Committees shall have the authority and power only to make recommendations to the Board with whom the final authority on all Committee recommendations shall remain, except as otherwise provided for herein.

SECTION 2.

The committees of the Board may include, but not be limited to, the following described committees.  The President of the University shall be an ex-officio member of all committees, and may appoint a member of the administration or faculty to be an additional ex-officio member of every committee, with the exception of the Executive Committee.

(a) Executive Committee:  The Executive Committee shall consist of the officers of the Board, the chairs of the standing committees, other members as determined by the majority of the Executive Committee, and the President.  It shall meet as necessary to carry out its duties. The Executive Committee shall also act in the place of the Board in between regular Board meetings, when immediate action is required, and shall report on any action taken at the next Board meeting.  However, no Executive Committee meeting shall be held in lieu of a regular Board Meeting, unless agreed to by a majority of the Trustees.

In the case of a vacancy in the Presidency, the Executive Committee shall be charged with search and recommendation of a successor to the Board for appointment.  The Executive Committee shall also be responsible for the oversight of the President and for preparing periodic evaluations of his or her activities, which must then be reviewed by the entire Board.  Selection and/or dismissal of the President may be done only by the entire Board and by two-thirds (2/3) majority. The Executive Committee shall have the power to fix the compensation of the President, subject to review and modification by the Board.

(b) Finance and Audit Committee:  The Finance and Audit Committee shall act as financial advisor to the Board in all financial affairs of the corporation including, but not limited to:  The annual operating budget which is to be prepared and presented to the Board at least two months prior to the beginning of each fiscal year.  The Finance Committee shall also recommend the adoption of policies for financial management practices, including a system to assure accountability for corporate resources.  Both of these items shall be presented to the President and then to the entire Board for final approval.  The Finance and Audit Committee shall be responsible for selecting and engaging an auditor to review the books and records of the corporation on an annual basis.  The committee shall also be responsible for communicating with the auditor, receiving the report of the auditor, communicating the same to the Board, and overseeing the implementation of any recommendations made by the auditor.

The Treasurer of the University shall be an ex-officio member of this committee.

(c) Governance Committee:  The Governance Committee shall act as membership advisor to the Board in all affairs which have to do with members of the Board. The Governance Committee’s main role is to recruit new Board members and to ensure that each Board member is equipped with the proper tools and motivation to carry out his or her responsibilities.  Specific duties of the Governance Committee include:

  • Assessing the Board’s current composition and identifying missing qualities and characteristics.
  • Drafting a recruitment plan and continuously cultivating new prospects.
  • Developing job descriptions for Board members.
  • Orienting new Board members and continuing to educate all members on their responsibilities.
  • Ensuring that the Board regularly engages in self-assessment.

(d)  Academic Affairs Committee: The Academic Affairs Committee shall provide oversight and counsel to WU’s academic personnel.  It shall also:

  • Routinely review academic procedures.
  • Assist in policy process.
  • Ensure any issues raised by the accrediting commission related to the academic health of WU are addressed in a timely manner.

(c) Appointment of Other Committees:  The Chairman of the Board, with approval of the Board, may appoint other temporary committees as may from time to time be necessary in order to carry out the purposes of the corporation.

SECTION 1.  OFFICERS

The Officers of the Corporation shall be the Chairman of the Board of Trustees (who may sometimes be referred to as the President of the Corporation), the Vice-Chairman of the Board of Trustees, and a Secretary/Treasurer.

SECTION 2.  ELECTION OF OFFICERS

The offices of the corporation shall be chosen annually by, and shall serve at the pleasure of the Board of Trustees.  Each officer shall hold office until he or she resigns, is removed, or becomes otherwise disqualified to serve, or until his or her successor is elected and qualified by the Board of Trustees.

SECTION 3.  REMOVAL AND RESIGNATION

Any officer may be removed, either with or without cause, by a majority of the Board of Trustees at that time in office at any regular or special meeting of the Board.  Any officer may resign at any time without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party, by giving written notice to the Board of Trustees.  The resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.  VACANCIES

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in the Bylaws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis.

SECTION 5.  INABILITY TO ACT

In the case of absence or inability to act of any officer of the corporation and of any person herein authorized to act in his or her place, the Board of Trustees may from time to time delegate the powers or duties of such officer to any other officer, or any Trustee or other person whom the Board may select.

SECTION 6.  DUTIES OF THE CHAIRMAN OF THE CORPORATION

The Chairman of the corporation shall, if present, preside at all meetings of the Board of Trustees, and exercise and perform other powers and duties as may be from time to time assigned to him or her by the Board of Trustees or prescribed by the Bylaws.  The Chairman of the Board shall have the power and authority to execute all legal documents on behalf of the corporation and to represent the corporation in all matters as required by California Nonprofit Corporation Law.

SECTION 7.  DUTIES OF THE VICE CHAIRMAN

The Vice Chairman of the corporation, in the case of absence or disability of the Chairman, shall perform the duties of the Chairman.  In the absence of the Chairman, the Vice Chairman shall preside at all meetings of the Board of Trustees.  The Vice Chairman shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Trustees or the Bylaws.

SECTION 8.  DUTIES OF THE SECRETARY/TREASURER

The Secretary/Treasurer shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Trustees may order, of all meetings of the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at the Board and committees’ meetings, and the proceedings thereof.  The Secretary/Treasurer shall keep, or cause to be kept, at the principal office in the State of California an original and a copy of the corporation’s Articles and Bylaws, as amended to date. The Secretary/Treasurer shall be the Chief Financial Officer of the corporation and shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties and business transactions of the corporation.

SECTION 1.  NAME OF OFFICERS

The officers of the university shall be the President, Vice Presidents and other officers as the President may appoint from time to time in the administration of the activities of the University.

SECTION 2.  OFFICE OF PRESIDENT

The President of the University shall be selected by the Board of Trustees and shall serve at the pleasure of the Board, subject to the rights and obligations set forth in the written contract the Board shall make on behalf of the corporation. A veto by the President of any law or guideline enacted by the Board, any appointment of Committee chairmen, or any appointment of ex-officio members to any committees shall be overturned only by a two-third (2/3) majority vote of the Board of Trustees.

SECTION 3.  DUTIES AND RESPONSIBILITIES OF PRESIDENT

The President shall be the executive and administrative officer of the University.  The President shall be responsible for all of the day-to-day activities of the University, including, but not limited to, such things as vision, employment, supervision, performance and evaluation of all personnel, faculty, and employees of the University.  The President shall be a member of the Board of Trustees and a member of each committee.  The President shall have the power and authority to fix the compensation of all University employees, personnel and faculty.

SECTION 4.  VICE PRESIDENTS OF THE  UNIVERSITY

Vice-Presidents and other offices of the University may be created and appointed by the President subject to the approval of the Board of Trustees.  The Vice Presidents shall be employees of the corporation and they shall aid the President in the carrying out of the administration of the University.

SECTION 5.  UNIVERSITY ADMINISTRATIVE COMMITTEE

The University Cabinet shall be comprised of the President, the Vice Presidents, the CFO, and up to three additional members to be appointed by the President at his discretion.  In the event dismissal of an employee becomes necessary, the President shall have the authority to make this decision and the Cabinet shall have the authority and responsibility to enact said dismissal.

SECTION 1.  COURSE OF STUDY

The course of study shall be prescribed by the Board of Trustees on recommendation and approval of the President, or the Academic Dean, if the presidency is vacant.

SECTION 2.  HONORS

Honors may be granted by this University upon resolution of the Board of Trustees.  Suitable diplomas with the seal of this corporation and the signature of such officers as may be designated and deemed expedient by the Board shall be granted to all students graduating under such rules and regulations as may be prescribed by the Board on recommendation of the President.

SECTION 1.  ENDORSEMENT OF DOCUMENTS; CONTRACTS

The Board of Trustees, except as otherwise provided in the Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation.   This authority may be general or confined to specific instances.  Unless so authorized by the Board of Trustees, and except as provided in this Section, no officer, agent or employee shall have any power of authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount except as stipulated in these Bylaws.

SECTION 2.  REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The President or any other officer or officers authorized by the Board are each authorized to vote, represent and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation.  The authority herein granted may be exercised either by any officer in person or by any other person authorized to do so in proxy or power of attorney duly executed by the officer.

SECTION 3.  CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General provisions of the California Nonprofit Corporation Law and in the California Nonprofit Religious Corporation Law shall govern the construction of these Bylaws.

SECTION 4.  AMENDMENTS

These Bylaws may be amended or repealed in whole or in part, and new Bylaws adopted by a majority of the Board of Trustees then in office, except that neither Article II nor Article III may be amended to change the meaning and intent thereof, without unanimous agreement of the entire Board of Trustees.

Prior to voting on any amendment, a written copy of the proposed amendment must be furnished to each Trustee at least ten (10) days before the meeting at which said amendment is voted upon.

If an amendment is proposed in writing by at least twenty-five percent (25%) of the Trustees, and a regular meeting is not scheduled to occur within the next month, then a special board meeting shall be scheduled not les than thirty (30) day from the date said amendment is proposed to consider and vote on the amendment.

These Bylaws and all amendments thereto shall be in full force and effect immediately upon adoption unless a different effective date is clearly stated in said amendment.

SECTION 5.  RECORD OF AMENDMENTS

Whenever an amendment or new Bylaw is adopted, it shall be copied in the Book of Minutes with the original Bylaws, in the appropriate place.  If any Bylaw is repealed, the fact of repeal with the dates of the meeting at which the repeal was enacted or written assent was fixed shall be stated in the Book.

The Board shall indemnify any member of the Board of Trustees, including ex-officio, advisory or emeritus members, his or her heirs, personal representatives or executors, who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil or criminal, administrative or investigative, other than action by or in the right of the Board, by reason of the fact that he or she is or was a Trustee, member, officer, committee member, or agent of the Board, for expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such claim, action, suit or proceeding , if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Board or the University, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct unlawful.

Successful, unsuccessful, no contest plea, or any other form of termination of any of the above recited actions shall not create any presumption of wrongdoing, negligence, bad faith, misconduct or opposition interest on the part of the person.  Only a determination by majority vote of a quorum of the Trustees who were not parties to such action, suit or proceeding, shall be sufficient to withhold indemnification authorized herein.

Roberts Rules of Order shall control in all matters of parliamentary procedure in such instances as are not covered by the Constitution and Bylaws.  Conduct of business shall follow the Biblical admonition, “But let all things be done decently and in order” (I Cor. 14:40).

In the event of dissolution of this corporation, the Board of Trustees shall cause the assets herein to be distributed to another corporation with purposes similar to that identified in the Articles of Incorporation, and Article II of the Bylaws.