THE YALE CORPORATION BY-LAWS

(As Approved by the Corporation, September 28, 2013)

Yale's Charter provides that its governing body, known legally as "The President and Fellows of Yale College" – or, more simply, as "The Corporation" – "shall have the government, care and management of the College ... and make such reasonable laws ... as they think fit and proper for the instruction and education of the students."

The Corporation comprises 19 members:

Three members ex officiis: the President of the University and the Governor and the Lieutenant Governor of the State of Connecticut.

Ten "Successors to the original Trustees", who elect their own successors. Their terms on the Corporation are limited by their own vote to two six-year terms, except that upon recommendation of the President in special circumstances a Successor Trustee may be elected to an additional term of up to three years. Successor Trustees must retire on the June 30 following their attainment of the age of 72.

Six Alumni Fellows* elected by the alumni as provided in the Miscellaneous Regulations. Alumni Fellows are elected one each year for a six-year term. Alumni Fellows must retire on the June 30 following their attainment of the age of 72.

In addition to the President, the officers of the University are: a Provost, a Secretary, a Vice President for Finance and Business Operations, a General Counsel, a Vice President for Global and Strategic Initiatives, a Vice President for New Haven and State Affairs and Campus Development, a Vice President for Development and a Vice President for Human Resources and Administration.

*In 1792, by act of the General Assembly of Connecticut, the ten Successor Trustees were joined by eight Trustees ex-officiis: the Governor and Lieutenant Governor, and "six senior assistants in the Council of this State." In 1819 the six senior assistants were replaced by the six senior State Senators. The attendance of the Senators at Corporation meetings was, however, perfunctory and unreliable. In 1871, therefore, the Legislature agreed to divest them of their membership and granted the Yale alumni the right to elect, instead, six of their own number.

THE PRESIDENT AND FELLOWS

1. Regular meetings of the President and Fellows (Corporation), unless otherwise ordered, shall be held at least five times during each year as scheduled by the Corporation on recommendation of the President. Special meetings of the Corporation may be called by the President or, in the absence of the President, by the Secretary, or otherwise in accordance with the provisions of the Charter. A written notice of each meeting shall be sent to each member by the Secretary by mail, telefacsimile or other electronic means at least five days prior to the date set for such meetings, and the notice of any special meeting shall contain a statement of the chief subjects of business proposed. A member may be present at any meeting by any means of communication which permits all members to simultaneously hear one another. Any action required or permitted to be taken at a meeting of the Corporation or any committee of the Corporation may be taken without a meeting if all the members entitled to vote on such action consent thereto in writing and the written consents are filed with records of the Corporation. Meetings of the Corporation shall be opened with prayer.

2. Nominations of Professors on permanent appointment and of Deans shall be mailed to the Fellows at least ten days before the meeting at which action on such nomination shall be taken. Such notice may be waived if all the members of the Corporation present consent.

PRESIDENT

3. The President is the chief executive officer of the University and as such is responsible for the general direction of all its affairs. The President is ex officio a member of every faculty and governing board, and of every committee of the faculty, administration, and Corporation, except Audit, Compensation, and Trusteeship. The President will make himself available to these committees and may attend at the invitation of the respective Chairman. The President may discharge the duties and exercise the powers of any officer of the teaching or administrative staff who may be absent or unable to act, or appoint temporary officials to discharge such duties and exercise such powers. The President shall present to the Corporation recommendations from the faculties and other units of the University which require the approval of the Corporation. The President shall prepare and submit for approval to the Corporation at its June meeting a proposed operating budget and a proposed capital budget for the ensuing fiscal year. The final budgets shall be adopted by the Corporation prior to June 30. The President shall appoint a Chief Investment Officer, who shall be responsible for recommending and carrying out investments of University assets in accordance with the policies of the Investments Committee.

PROVOST

4. The Provost is the chief educational and administrative officer of the University after the President. The Provost shall be elected by the Corporation on nomination by the President. In the event of the death, disability, or prolonged absence of the President, or at the request of the President, the Provost shall perform the functions of the President until some other appointment or arrangement is made by the Corporation.

Subject to the authority of the President, the Provost shall direct educational policies and activities throughout the University. The Provost shall prepare the operating and capital budgets of the University on the basis of the estimated operating income and capital receipts furnished by the Vice President for Finance and Business Operations and shall present such budgets to the President. The Provost shall serve as the secretary of the Committees on Finance, Educational Policy and the School of Medicine. The Provost shall be ex officio a member of every faculty and governing board, and of all committees or other bodies concerned with educational policy or with appointments or promotions in the teaching staff. All Deans, committee chairmen, and other educational officials, other than the President, shall report to the Provost. The Provost shall attend the meetings of the Corporation and of its Prudential Committee. One or more Deputy, Associate, or Assistant Provosts may be appointed by the Corporation on nomination by the President to assist the Provost in special areas.

SECRETARY

5. The Secretary is an administrative officer elected by the Corporation on nomination by the President. The Secretary shall attend meetings of the Corporation and the Prudential Committee and shall prepare and keep the records of the Corporation. The Secretary shall be responsible for the safekeeping of the seal and other official insignia of the University. The Secretary shall serve as the secretary of the Prudential Committee, the Trusteeship Committee, and the Committee on Honorary Degrees. The Secretary shall supervise the election of Alumni Fellows. The Secretary shall prepare and, together with the President, sign all diplomas. The Secretary shall arrange for the registration of students in Yale University. The Secretary shall be responsible for University-wide coordination of policies on student support.  The Secretary is responsible for the conduct of official University functions, and for such other matters as are assigned by the President or the Corporation. Appointments for University lectures, concerts, and meetings shall be made through the Secretary's Office. The Corporation may designate the Secretary as Vice President. There may be one or more Deputy, Associate or Assistant Secretaries, appointed by the Corporation on nomination by the President, who shall have responsibility for the oversight of certain non-academic areas of the University.

VICE PRESIDENT FOR FINANCE AND BUSINESS OPERATIONS

6. The Vice President for Finance and Business Operations is an administrative officer elected by the Corporation on nomination by the President and responsible to the President for financial and certain non-academic administrative affairs. The Vice President for Finance and Business Operations shall also be the Treasurer of the University, ex officio, exercising all powers and responsibilities incident thereto, including those conferred by appropriate action or reference before July 1, 1978. The responsibilities of the Vice President for Finance and Business Operations shall include: financial planning and auditing, and such non-academic support services and other administrative work as may be assigned to the Vice President for Finance and Business Operations from time to time by the Corporation or the President. Whenever financial or administrative affairs affect activities of teaching or research, the Vice President for Finance and Business Operations shall consult with the Provost. The Vice President for Finance and Business Operations shall attend the meetings of the Prudential Committee and of the Corporation, and shall serve as the secretary of the Audit Committee. The Vice President for Finance and Business Operations shall be bonded to such an amount as the Corporation may require. There may be a Comptroller and one or more other officials who assist the Vice President for Finance and Business Operations, appointed by the Corporation on nomination by the President.

7. The Vice President for Finance and Business Operations shall have charge of the accounts of the Corporation. The Vice President for Finance and Business Operations shall keep all negotiable securities in a place of deposit approved by the Committee on Finance, to which access shall be had only as authorized by the Corporation. The Vice President for Finance and Business Operations shall collect and account for the tuition, fees, and other charges to students of the University; but the Vice President for Finance and Business Operations may entrust the collection and temporary custody of such monies to a Bursar or other subordinate official appointed by the Corporation. After the close of each fiscal year the Vice President for Finance and Business Operations shall submit to the Committee on Finance a consolidated income and expense account for the year just ended and a general balance sheet of assets and liabilities at its termination, which shall be audited by auditors selected by the Committee on Finance. The Vice President for Finance and Business Operations shall have printed a report of the financial operations of the University for the year, together with the certificate of such auditors. The Vice President for Finance and Business Operations shall control all expenditures of the University in accordance with the approved budgets, and no expenditures not provided herein shall be made unless authorized by the Corporation or the Prudential Committee.

8. The Vice President for Finance and Business Operations shall have the following powers: to sell, assign, transfer, convey, release, discharge, and exercise any and all rights and powers including without limitation executing and delivering proxy and other instruments, incident to the ownership of any shares of stock, bonds, mortgages, or other securities, now or hereafter standing in the name of The President and Fellows of Yale College, or in the name of Yale University, or in the name of the Vice President for Finance and Business Operations or Treasurer of Yale University, with power to appoint one or more attorneys-in-fact for those purposes, all subject to regulation by the Committee on Investments.

9. The President and the Vice President for Finance and Business Operations and each of them are authorized for and in the name of and on behalf of the University to perform the following acts:

(i) to execute and deliver any and all written agreements and contracts to which the University may be or become a party, including but not limited to leases of real property owned by the University and contracts, deeds, and other instruments for or in connection with the sale or conveyance of real property owned by the University or in which it has an interest, provided that the sale or conveyance of real property located in the City of New Haven, or located anywhere if used for educational purposes of the University, shall be authorized by the Corporation or its Prudential Committee;

(ii) to assign, release, or discharge upon receipt of the amount due thereon any and all mortgages or other security interests now standing or which may hereafter stand in the name of The President and Fellows of Yale College or in the name of Yale University, and to execute and deliver assignments, releases, or discharges thereof;

(iii) to receive and give receipts for all monies due and payable to the University, or any school, department, or unit thereof, including monies or property on account of or in satisfaction of bequests and devises;

(iv) to sign and endorse warrants, checks and all other instruments for the payment of money to the University or any school, department, or unit thereof;

(v) with the approval of the General Counsel, and subject to approval by the Committee on Finance if the amount payable by the University or the amount by which a claim by the University is compromised exceeds two hundred and fifty thousand dollars, to settle, compromise, and adjust any claims made by or against the University or any such controversies in which the University has an interest, and to carry out the terms and provisions of such settlements, compromises, or adjustments;

(vi) to affix the signature and the corporate seal of the University to any of the instruments or papers mentioned in this paragraph, the execution of which is duly authorized.

10. The Vice President for Finance and Business Operations shall have power to delegate to one or more subordinate officials, or, with the approval of the President and when appropriate to the duties and responsibilities of such individual, to another officer or to officials subordinate to another officer, any or all of the powers mentioned in paragraphs 8 and 9. The delegation of any such power other than those powers mentioned in subparagraphs (ii), (iii), (iv) or (vi) of paragraph 9 shall be subject to the approval of the Committee on Finance.

GENERAL COUNSEL

11. The General Counsel shall be elected by the Corporation on nomination by the President and shall attend meetings of the Corporation and the Prudential Committee and serve as the secretary of the Committee on Institutional Policies, and the Committee on Investor Responsibility. Subject to the authority of the President, the General Counsel shall have chief responsibility for conduct of all of the legal affairs of the University, and shall in addition to the President be the sole official authorized to retain or approve the retention of counsel on behalf of the University. The General Counsel shall also have responsibility for University federal relations and for oversight of enterprise risk. The General Counsel shall perform such duties as the Corporation or the President shall specify from time to time in connection with legal and related matters affecting the University. The Corporation may designate the General Counsel as Vice President. There may be one or more Deputy or Associate General Counsels appointed by the Corporation on nomination by the President to assist the General Counsel.

VICE PRESIDENT FOR FOR GLOBAL AND STRATEGIC INITIATIVES

12. The Vice President for Global and Strategic Initiatives is an administrative officer elected by the Corporation on nomination by the President and shall attend meetings of the Corporation and the Prudential Committee. The responsibilities of the Vice President for Global and Strategic Initiatives shall include: oversight of the Office of International Affairs and Office of International Students and Scholars, the Office of Digital Dissemination and Online Education, and of the University's programs of public affairs and communications and licensing; and liaison with the Association of Yale Alumni. There may be one or more Associate Vice Presidents appointed by the Corporation on nomination by the President to assist the Vice President for Global and Strategic Initiatives.

VICE PRESIDENT FOR NEW HAVEN AND STATE AFFAIRS AND CAMPUS DEVELOPMENT

13. The Vice President for New Haven and State Affairs and Campus Development shall be elected by the Corporation on nomination by the President and shall attend meetings of the Corporation and the Prudential Committee and serve as the secretary of the Committee on Buildings and Grounds. Subject to the authority of the President, the Vice President for New Haven and State Affairs and Campus Development shall have responsibility for the conduct of community and state relations, the coordination of University initiatives in New Haven and ownership and management of all real property and facilities of the University other than property or facilities held for investment purposes outside of New Haven and properties managed by or through the University's endowment managers; maintenance of buildings and grounds; operation of utilities; and construction and alteration of buildings when duly authorized.

14. The President and the Vice President for New Haven and State Affairs and Campus Development and each of them are authorized for and in the name of and on behalf of the University to perform the following acts:

(i) to execute and deliver such written agreements and contracts as relate to the ownership and management of real property and facilities of the University to which the University may be or become a party, including but not limited to leases and licenses of real property owned by the University and contracts, deeds, and other instruments for or in connection with the purchase, sale or conveyance of real property owned by the University or in which it has an interest, provided that the sale or conveyance of real property located in the City of New Haven, or located anywhere if used for educational purposes of the University, shall be authorized by the Corporation or its Prudential Committee;

(ii) to assign, release, or discharge upon receipt of the amount due thereon any and all mortgages or other security interests now standing or which may hereafter stand in the name of The President and Fellows of Yale College or in the name of Yale University, and to execute and deliver assignments, releases, or discharges thereof; and

(iii) with the approval of the General Counsel, and subject to approval by the Committee on Finance if the amount payable by the University or the amount by which a claim by the University is compromised exceeds two hundred and fifty thousand dollars, to settle, compromise, and adjust any claims made by or against the University for matters related to real property or facilities construction or any such controversies in which the University has an interest, and to carry out the terms and provisions of such settlements, compromises, or adjustments.

15. The Vice President for New Haven and State Affairs and Campus Development shall have power to delegate to one or more subordinate officials, or, with the approval of the President and when appropriate to the duties and responsibilities of such individual, to another officer or to officials subordinate to another officer, any or all of the powers mentioned in paragraphs 13 and 14. The delegation of any such power mentioned in subparagraph (i) or (iii) of paragraph 14 shall be subject to the approval of the Committee on Finance.

VICE PRESIDENT FOR DEVELOPMENT

16. The Vice President for Development shall be elected by the Corporation on nomination by the President and shall attend meetings of the Corporation and the Prudential Committee and serve as the secretary of the Committee on Development and Alumni Affairs. The Vice President for Development shall have chief responsibility for fund-raising from non-governmental sources, donor relations, and administrative responsibility for the maintenance of development records, and shall be responsible for the Yale Alumni Fund. The Vice President shall be responsible for issuing gift receipts on behalf of the University. There may be one or more Associate Vice Presidents for Development appointed by the Corporation on nomination by the President to assist the Vice President for Development.

VICE PRESIDENT FOR HUMAN RESOURCES AND ADMINISTRATION

17. The Vice President for Human Resources and Administration is an administrative officer elected by the Corporation on nomination by the President and responsible to the President for human resources, organizational development, labor relations and diversity, University public safety and security and such other non-academic support services and administrative work as may be assigned to the Vice President for Human Resources and Administration by the Corporation or the President. Whenever the subject areas for which the Vice President for Human Resources and Administration has authority under these By-Laws affect activities of teaching or research, the Vice President for Human Resources and Administration shall consult with the Provost. The Vice President for Human Resources and Administration shall attend the meetings of the Committee on Institutional Policies and the Corporation. There may be one or more Associate Vice Presidents for Human Resources and Administration appointed by the Corporation on nomination by the President to assist the Vice President for Human Resources and Administration.

18.The President and the Vice President for Human Resources and Administration and each of them are authorized for and in the name of and on behalf of the University to perform the following acts:

(i) to execute and deliver any and all written agreements and contracts relating to human resources, organizational development, labor relations and diversity and other non-academic support services and administrative work assigned to the Vice President for Human Resources and Administration pursuant to these By-Laws, including but not limited to employment and termination agreements, collective bargaining agreements and other agreements with labor unions; and

(ii) with the approval of the General Counsel, and subject to approval by the Committee on Finance if the amount payable by the University or the amount by which a claim by the University is compromised exceeds two hundred and fifty thousand dollars, to settle, compromise, and adjust any claims relating to employment, termination or other human resources matters made by or against the University or any such controversies in which the University has an interest, and to carry out the terms and provisions of such settlements, compromises, or adjustments.

19. The Vice President for Human Resources and Administration shall have power to delegate to one or more subordinate officials, or, with the approval of the President and when appropriate to the duties and responsibilities of such individual, to another officer or to officials subordinate to another officer, any or all of the powers mentioned in paragraphs 17 and 18. The delegation of any such power shall be subject to the approval of the Committee on Finance.

LIMITATION ON THE POWERS OF OFFICERS AND MEMBERS OF THE FACULTY AND ADMINISTRATIVE STAFF

20. No officer of the University or member of its faculty or administrative staff is authorized to incur any obligation binding upon it or in its name, financial or otherwise, unless the same is authorized in accordance with these By-Laws, or in a University budget or other vote duly adopted by the Corporation and recorded in the official minutes of the meeting at which said action was taken. The President shall so inform all Deans, chairmen of departments, and other heads of divisions and branches of the University, academic and otherwise, and their several successors as they assume office.

OFFICERS NOT ELECTED FOR SPECIFIC TERMS

21. Unless elected for a specific term, the Provost, Secretary, Vice President for Finance and Business Operations, General Counsel, Vice President for Global and Strategic Initiatives, Vice President for New Haven and State Affairs and Campus Development, Vice President for Development and Vice President for Human Resources and Administration, together with all administrative officials not elected or appointed by the Corporation for specific terms, shall hold their offices at the pleasure of the Corporation.

COMMITTEES

22. The following Standing Committees, whose members, so long as they are members of the Corporation, shall hold office until their successors are duly designated: Prudential Committee, Committee on Finance, Audit Committee, Committee on Investments, Committee on Educational Policy, Committee on Institutional Policies, Committee on Honorary Degrees, Committee on Buildings and Grounds, Committee on Development and Alumni Affairs, Committee on Compensation, Trusteeship Committee, Committee on Investor Responsibility and Committee on the School of Medicine. The President shall be Chairman of the Prudential Committee. The President, after consultation with the Senior Fellow, shall nominate, and the Corporation shall elect, the members of each committee and the Chairmen of committees other than the Prudential Committee. The committees shall arrange their dates of meetings, and shall report either to the Corporation or to the Prudential Committee as occasion demands. Meetings of the Audit Committee, the Committee on Compensation, the Committee on Investments, the Prudential Committee and the Trusteeship Committee are open only to committee members except by invitation of the Chairman. A majority of the voting members of a Committee shall constitute a quorum. The officer or officers of the University responsible for matters with which each Committee is concerned shall attend the meetings of such Committee.

23. The Prudential Committee is the executive committee of the Corporation and shall be composed of the President, Senior Fellow and the Chairmen of the Committees on Finance, Educational Policy, Institutional Policies, Investments, Buildings and Grounds and Development and Alumni Affairs. Meetings of this Committee shall be held at the call of the President or, in the President's absence, of the Provost, or of the Senior Fellow. The Prudential Committee shall have all the powers of the Corporation except the power to award degrees, the power to alter By-Laws, and the power to appoint Permanent Officers (as defined in By-Law 35 hereof) except in an emergency and with the written consent of a majority of the Corporation or to fix the salary of such officials except in the form of special arrangements for a single year. The Committee shall report its actions to the Corporation.

24. The Committee on Finance shall consist of no fewer than five members of the Corporation. The Committee shall formulate the financial policies of the Corporation. It shall review the University's financial planning, review and approve the annual operating and capital budgets of the University, and monitor current revenues and expenditures for consistency with the budgets. It shall review and approve expenditures not provided for in the approved operating or capital budgets. It shall approve policies for the authorization and making of University loans to faculty and staff. It shall review and approve the purchase and sale of real property held or used for educational purposes, and shall oversee arrangements for the management of such property. It shall review and approve legal settlements with respect to claims or controversies which the Vice President for Finance and Business Operations or the Vice President for Human Resources and Administration may submit for authorization, and shall report to the Corporation any such authorization.

25. The Audit Committee of the Corporation shall consist of not fewer than three members of the Corporation. Persons with experience in auditing, not members of the Corporation, may be invited to be members of the Committee without vote. Such members may be invited by the Corporation to serve for such terms as the Corporation may approve on nomination by the President and recommendation by the Committee. The Audit Committee shall meet at such times as it may deem appropriate to receive reports of the internal and independent financial auditors of the University.

26. The Committee on Investments shall consist of not fewer than three members of the Corporation. The Committee may invite persons with experience in investing, not members of the Corporation, to be members of the Committee without vote for such terms as the Corporation may approve on recommendation of the Committee. The Committee on Investments shall have the authority, on behalf of the Corporation, to approve the selection and termination of managers and the particular investments made by the endowment and other funds as authorized by the Corporation, subject to applicable Corporation policies. The Committee shall report regularly to the Corporation on its activities.

27. The Committee on Educational Policy shall consist of not fewer than five members of the Corporation. It shall deal with educational policies and plans; it shall inform itself as to conditions in the different schools and departments and as to measures needed to make the most effective use of the resources of the University for educational purposes. It shall advise and assist the President and the President's associates in the development and carrying forward of the educational program of the University and examine periodically its resources of scholarly material in the Library and museums.

28. The Committee on Institutional Policies shall consist of not fewer than five members of the Corporation. It shall be responsible for recommending policies with respect to non-academic administrative areas with which other committees are not specifically concerned. It shall monitor efforts of the University in relation to local, state and federal governmental affairs and assist the President on such matters.

29. The Committee on Honorary Degrees shall consist of not fewer than three members of the Corporation, five members of the faculty nominated by the President, one member of the University Council nominated by the Council, and three alumni nominated by the Chairman of the Board of Governors of the Association of Yale Alumni. The Committee shall report its recommendations to the Corporation.

30. The Committee on Buildings and Grounds shall consist of not fewer than five members of the Corporation. Persons with experience in fields relating to buildings and grounds, not members of the Corporation, may be invited to be members of the Committee without vote. Such members may be invited by the Corporation to serve for such terms as the Corporation may approve. It shall examine the proposals of the President to the Corporation concerning the development and maintenance of a capital plan; the priority of building needs; the location, design, and erection of new structures; and the upkeep and improvement of buildings and grounds; and shall make comments and recommendations with respect thereto, prior to the presentation of the proposals by the President to the Corporation. Before making recommendations to the Corporation which require expenditure of money not provided for in an approved budget, it shall submit its recommendations to the Committee on Finance which shall, prior to the presentation of the proposals by the President to the Corporation, make comments and recommendations with respect to the aspect thereof within its jurisdiction. The Committee shall establish policy with respect to the use of University residences and shall review and approve individually any proposals for capital maintenance or renovation of residences owned by the University and occupied by University officials.

31. The Committee on Development and Alumni Affairs shall consist of not fewer than four members of the Corporation. It shall assist in the formulation of the development and alumni affairs policies. The Committee shall also monitor the development procedures and other fund-raising efforts of the University.

32. The Trusteeship Committee shall consist of no fewer than four Fellows, one of whom will be the Senior Fellow. The Committee will evaluate and propose to the Corporation candidates for service as successors to the original Fellows; it will suggest candidates for consideration by the Association of Yale Alumni Standing Committee for the Nomination on Alumni Fellows; and it will review recommendations for appointment of those who are not Fellows to Corporation committees. The Committee will regularly review the operations and procedures of the Corporation and make suggestions for their improvement; it will also review proposed changes to the By-Laws before they are submitted for the approval of the Corporation.

33. The Committee on Compensation shall consist of no fewer than three members of the Corporation. The Committee will make recommendations to the Corporation regarding the President’s compensation. The Committee will review the recommendations of the President on compensation of the Officers and will make recommendations to the Corporation on the compensation of those individuals. In addition, the Committee will review and approve the President's recommendations on the compensation of the Deans of the Schools of the University and of such other members of the senior staff and faculty as are designated from time to time by the President.

34. The Committee on Investor Responsibility shall consist of not fewer than three members of the Corporation. It shall consider and make recommendations to the Corporation on matters relating to policy on ethical investing, and shall be responsible for providing policy guidance to the Advisory Committee on Investor Responsibility and to the Investments Office on the voting of proxies on shareholder resolutions on matters relating to ethical issues. In order to assist it in its work, the Committee shall receive and review reports and recommendations of the Advisory Committee on Investor Responsibility.

35. The Committee on the School of Medicine shall consist of no fewer than three members of the Corporation. Persons with experience in fields relating to medical research, patient care and medical education, not members of the Corporation, may be invited to be members of the Committee without vote upon nomination by the President and approval by the Corporation for terms as designated. The Committee shall review the academic, strategic planning and financial affairs of the School of Medicine and other University activities involving the conduct of medical education, research and clinical activity.

36. In addition to the foregoing-described Standing Committees, the Corporation may from time to time constitute such other committees as it deems necessary to advise it or the President on matters as may concern the University.

DEGREES

The degrees conferred by the University shall be of three classes: degrees in course, degrees ex officiis, and honorary degrees.

37. Degrees in course shall be conferred by the Corporation upon recommendation of the faculties of the several schools under conditions approved by the Corporation and published in the University catalogues. The public bestowal of such degrees shall take place at Commencement.

38. The degree of Master of Arts shall be conferred ex officio upon any person who is elected a member of the Corporation or an Officer of the Corporation or who is a Professor in the University and who has not already received the University's master's or doctor's degree. The Corporation may, in exceptional instances, confer the degree of Master of Arts ex officio upon a person rendering official service to Yale University who does not hold the title of Professor.

39. The following honorary degrees may be awarded by vote of the Corporation: Master of Arts, Master of Science, Doctor of Divinity, Doctor of Science, Doctor of Medical Sciences, Doctor of Engineering and Technology, Doctor of Social Science, Doctor of Music, Doctor of Letters, Doctor of Humane Letters, Doctor of Humanities, Doctor of Fine Arts, and Doctor of Laws. Candidates for honorary degrees shall appear in person to receive their degrees.

UNIVERSITY ORGANIZATION

SCHOOLS

40. The courses of study in Yale University are offered in twelve schools as follows: Yale

College (1701), School of Medicine (1813), Divinity School (1822), Law School (1824), Graduate School (1847), School of Art (1865), School of Music (1894), School of Forestry & Environmental Studies (1900), School of Nursing (1923), School of Drama (1955), School of Architecture (1972), and School of Management (1975). Each School shall have a Faculty, a Board of Permanent Officers or other Governing Board, and a Dean. Yale College and the Graduate School include the Sheffield Scientific School.

41. The faculty of each school shall consist of the Dean and Professors of all ranks and the Instructors and other faculty on regular appointment, assigned to the school, with the President and the Provost ex officiis. Subject to the approval of the Corporation, each faculty may associate with it such members of the faculties of other schools in the University as it may choose, with such power to vote as the faculty may determine. The faculty of each school shall deal with the curriculum, methods of instruction, and scholastic requirements.

42. The members of the faculty of each school who are Professors on permanent appointment shall be the Permanent Officers of the school and, together with the President and the Provost ex officiis and its Dean, shall constitute its Board of Permanent Officers. The Board shall be the governing board of the school, entrusted with matters relating to the educational policy and government of the school but subject, in the case of Yale College and the Graduate School, to the authority given to the Faculty of Arts and Sciences. In a school with an insufficient number of Professors on permanent appointment the President may appoint a Governing Board consisting of senior members of the faculty. This Governing Board shall carry out the functions of a Board of Permanent Officers. The Board of Permanent Officers or other Governing Board of a school may in its discretion refer to the faculty of the school for action any matters except recommendations for appointments of Permanent Officers and the assignment of Permanent Officers to the school.

43. The executive officer of each school shall be a Dean, appointed for a term of not more than five years by the Corporation upon recommendation of the President after consultation with the Board of Permanent Officers or other Governing Board of the school. The Dean shall serve as Chairman of the Board of Permanent Officers or other Governing Board and of the faculty of the school. The Dean shall present to the President or the Provost, at such times as either of them shall designate, a budget for the expenses of the school during the succeeding fiscal year.

44. The faculty of the Sheffield Scientific School shall consist of the members of the Yale College and Graduate School faculties in the physical, natural and mathematical sciences. Students enrolled in these divisions in Yale College and the Graduate School shall be students also in the Sheffield Scientific School.

DEPARTMENTS

45. Members of the teaching and research staff of the University who are engaged in teaching or investigating closely related subjects may be designated as a Department by the Corporation on the recommendation of the President or Provost. It is the function of the Departments and Academic Programs to provide the instruction necessary to meet the requirements of the course of study as formulated by each faculty. The Chairmen of Departments shall be appointed by the Corporation for terms of not more than three years on nomination by the President after consultation with the Professors of the Departments. Each Chairman shall present to the Provost, at such time as the Provost shall designate, a preliminary budget of the Department or Academic Program for the following fiscal year.

FACULTY OF ARTS AND SCIENCES

46. The Faculty of Arts and Sciences shall be composed of the Departments and Academic Programs serving Yale College and the Graduate School. The Chairman of this Faculty shall be the President or, in his absence, the Provost. The Faculty shall have an Executive Committee, which shall consist of the President as Chairman, the Provost, and the Deans of the Schools represented in this Faculty, together with such other members as the Committee may add.

APPOINTMENTS AND ASSIGNMENTS

47. Appointments to the ranks of professor, associate professor, assistant professor, and any other ranks as may be transmitted by the President shall be made by the Corporation. All such appointments shall be made upon nomination by the President, or upon nominations approved and transmitted by the President and made by the Board of Permanent Officers or other Governing Board of a school, or, in the case of Yale College and the Graduate School, by a joint meeting of the Board of Permanent Officers. Appointment to other ranks may be approved by the President after nominations made by the Departments and Academic Programs and approved by appropriate committees or boards. A nomination for appointment of any person to be a member of a Department or Academic Program represented in Yale College or in the Graduate School, unless made by the President, shall be made by the Department or Academic Program. If authorized by the President, an Academic Program may nominate persons for a limited number of ladder faculty appointments. In addition, if authorized by the President, a Center or Council may nominate persons for a limited number of research or non-ladder appointments. Nominations from any Department or Academic Program shall be approved by an Appointments Committee appointed by the President from the members of the faculties of Yale College and the Graduate School, or any other school of the University, and by it transmitted to the Boards of Permanent Officers.

The President may appoint one or more Appointments Committees for senior appointments and one or more for junior appointments, and the President may appoint special Appointments Committees. In meetings on such nominations of the Boards of Permanent Officers or other Governing Boards of the schools other than Yale College and the Graduate School, and in meetings on such nominations of the Departments and Academic Programs represented in Yale College and the Graduate School, the Permanent Officers or other Governing Board of a school or Department at their election may invite to attend, with vote, members of the faculties of their school or Department who are not Permanent Officers but who hold rank equal or superior to that of the position to be filled. Only Professors appointed on a continuing basis and without term in the Yale School of Medicine Clinician-Scholar, Clinician-Educator, and Investigator Tracks shall be deemed to hold rank equivalent to Professors without term in the traditional track. In all meetings of such Boards or Departments on such nominations action shall be by majority vote of those present and voting, and the Boards of Permanent Officers of Yale College and the Graduate School shall vote as one Board. In meetings of Appointments Committees action shall be by majority vote of those present and eligible to vote, and a voting member of the nominating Department or Academic Program shall be ineligible to vote. A Permanent Officer is a Professor appointed without limit of term.

48. Assignment of individuals to the faculty of a school shall be made by the Corporation upon the recommendation of the Dean of such school as transmitted by the President.

ADMISSION OF UNDERGRADUATE STUDENTS

49. The Office of Undergraduate Admissions shall be responsible for the administration of admissions and financial aid.

ENROLLMENT OF STUDENTS

50. Students shall be enrolled as follows: candidates for the degrees of Bachelor of Arts and Bachelor of Science in Yale College; for the degrees of Master of Arts, Master of Science, Master of Philosophy, and Doctor of Philosophy in the Graduate School; for the Certificate in Global Medicine and the degrees of Master of Public Health, Master of Medical Science (Physician Associate Program), Master of Health Science, Doctor of Public Health, and Doctor of Medicine in the School of Medicine; for the degrees of Master of Arts in Religion, Master of Divinity, and Master of Sacred Theology in the Divinity School; for the degrees of Master of Studies in Law, Juris Doctor, Master of Laws, and Doctor of the Science of Law in the Law School; for the degree of Master of Fine Arts in the School of Art; for the Certificate in Performance, the Artist Diploma, and the degrees of Master of Music, Master of Musical Arts, and Doctor of Musical Arts in the School of Music; for the degrees of Master of Forestry, Master of Forest Science, Master of Environmental Science, and Master of Environmental Management in the School of Forestry & Environmental Studies; for the Certificate in Nursing and the Post Master's Certificate in Nursing, and the degrees of Master of Science in Nursing and Doctor of Nursing Practice in the School of Nursing; for the Certificate in Drama and the degrees of Master of Fine Arts and Doctor of Fine Arts in the School of Drama; for the degrees of Master of Architecture and Master of Environmental Design in the School of Architecture; and for the degrees of Master of Business Administration and Master of Advanced Management in the School of Management.

51. A student who is not a candidate for a degree may be enrolled in a school only with the consent of the faculty concerned under conditions approved by the Corporation.

52. Students enrolled in one school of the University may have access to the instruction offered in other schools only under special arrangements to be made by the Deans of the schools concerned.

UNDERGRADUATE COLLEGES

53. Seniors, Juniors, and Sophomores who are candidates for the B.A. and B.S. degrees are eligible for admission to the undergraduate colleges: Berkeley College, Branford College, Calhoun College, Davenport College, Timothy Dwight College, Jonathan Edwards College, Morse College, Pierson College, Saybrook College, Silliman College, Ezra Stiles College, Trumbull College, and such other undergraduate colleges as the Corporation may hereafter establish. Freshmen will also be accorded college privileges.

COLLEGE MASTERS, DEANS, AND FELLOWS

54. The affairs of each college shall be under the direction of a Master, a Dean, and a body of Fellows. The Master shall be appointed for a term of not more than five years by the Corporation upon recommendation of the President. The Master shall serve as executive officer and with the aid of the Fellows shall exercise supervision over the general welfare of the college. The Master shall be informed of any action proposed to be taken affecting any student of the college or the academic tenure of any Fellow thereof. The Dean shall be appointed for a limited term by the Corporation upon recommendation of the Provost. The Dean shall be in charge of the academic program of the students under the supervision of the Dean of Yale College. The Dean shall also assist the Master in other affairs of the college. Fellows, who may or may not be members of the faculty, shall be appointed to the colleges for limited terms by the Corporation on recommendation of the Council of Masters. See further provisions concerning Fellows, Miscellaneous Regulations.

COUNCIL OF MASTERS

55. The Council of Masters shall be composed of the Masters of the undergraduate colleges. The President, Provost, Dean of Yale College, Associate Dean of Yale College and Associate Dean for Student Affairs shall sit on the Council ex officio. The Chairman of the Council shall be appointed by the Corporation on recommendation of the President ordinarily for a term of three years. The Council of Masters shall make recommendations to the President upon all questions of policy touching the interests of the colleges. It shall serve as a committee of control in all matters affecting two or more colleges.

INSTITUTIONS

LIBRARY

56. The Library shall be under the direction of a University Librarian appointed by the Corporation on nomination by the President. The Librarian shall be entitled to attend the meetings of the various faculties. The Librarian shall be assisted by a Library Advisory Committee in such matters pertaining to the libraries under the Librarian's direction as the Librarian or the members of the Committee shall choose to bring before it. The members and Chairman of the Library Advisory Committee shall be selected by the Provost or chosen by the University community by procedures approved by the Provost. The Librarian and the Provost shall be members of this Committee.

PEABODY MUSEUM OF NATURAL HISTORY

57. The Peabody Museum shall be under the direction of a Director appointed by the Corporation for a term of not more than five years on nomination by the President.

ART GALLERY

58. The Art Gallery shall be under the direction of a Director appointed by the Corporation for a term of not more than five years on nomination by the President. The Director shall be assisted by the Art Gallery Governing Board, under bylaws amended from time to time with the approval of the Corporation. Members of the Governing Board shall be appointed by the President, who shall consider nominations by the nominating committee of the Governing Board and the recommendations of the Director.

YALE CENTER FOR BRITISH ART

59. The Yale Center for British Art shall be under the direction of a Director appointed by the Corporation for a term of not more than five years on nomination by the President.

YALE UNIVERSITY PRESS

60. The Yale University Press shall be under the direction of a Director appointed by the Corporation upon nomination by the President. Nominees shall be recommended to the President by the Governors of the Press. Control of the Press, under the Articles of Government approved by the Corporation, is delegated to this Board, whose members shall be selected annually by the Corporation. The President, Provost, Vice President for Global and Strategic Initiatives, Secretary, Vice President for Finance and Business Operations, General Counsel, Vice President for Human Resources and Administration and Vice President for Development shall be members of the Board ex officiis.

OBSERVATORY AND LABORATORIES

61. The Observatory and each University laboratory or group of laboratories shall be under the direction of the Chairman of a Department or a Director appointed for a term of years by the Corporation on nomination by the President. In matters of organization, expenditure, and nomination to subordinate positions, the Director may be assisted by a Committee made up of the Professors of all grades in the Departments concerned.

CHURCH OF CHRIST IN YALE UNIVERSITY

62. The Church of Christ in Yale University shall have a governing body consisting of a Council composed of the Deacons, the Members-at-large, and the Pastor, who shall either be the University Chaplain or an Associate Chaplain, appointed by the Corporation on nomination by the President.

UNIVERSITY HEALTH SERVICES

63. The University Health Services shall be under the supervision of the Director appointed by the Corporation on nomination by the President to serve at the pleasure of the Corporation. The Director shall have the advice of the Board of University Health appointed by the Provost. The Chairman of the Board of University Health shall be designated by the Provost. The Director shall sit with the Board ex officio, except when it is in executive session.

ATHLETICS, PHYSICAL EDUCATION, AND RECREATION

64. The Department of Athletics, Physical Education, and Recreation shall have jurisdiction over all matters within and without the precincts of the University relating to the conduct and management of athletic sports, physical education, and recreation for undergraduate students, graduate students, faculty, staff, and their families.

UNIVERSITY COUNCIL

65. The University Council may be composed of a maximum of thirty-five members appointed by the Corporation on nomination by the President, and, as ex officio representatives, the Chairman of the Association of Yale Alumni and the Chairman of the Alumni Fund. The members shall serve for terms of up to five years, as designated by the President, and shall elect their own President annually. Committees of the Council shall study the aims and the needs of particular areas in the University; they shall submit their findings and recommendations to the Council as a whole, where the reports of all committees shall be coordinated and presented to the President and Corporation for action.

ASSOCIATION OF YALE ALUMNI

66. The purpose of the Association of Yale Alumni is to serve the interests of Yale University; to provide a channel of mutual communication between the alumni and the University and its Corporation; to oversee the direction of all alumni organizations and programs; and to provide the means (when appropriate) for the explication and forthright examination of University policies, in order that the University position on basic issues affecting the University may be explained to the Assembly or its representation and that appropriate recommendations may be advanced to the Corporation.

AMENDMENT OF BY-LAWS

67. These By-Laws may be altered, amended, or repealed, or new Bylaws added to or substituted herefor, at any regular or special meeting of the Corporation upon the affirmative vote of two-thirds of the members of the Corporation present at such meeting, provided that notice of the proposed alteration, amendment, repeal, addition, or substitution shall have been given to the members of the Corporation at the meeting next preceding or mailed to the members at least thirty days before the meeting at which action is to be taken.