University Charter Be it Enacted by the Legislative Assembly of the Territory of Minnesota Be it enacted by the Legislative Assembly of the Territory of Minnesota that there be established at some point on the Mississippi, within this Territory, as hereinafter designated, an institution by the name of the “Hamline University of Minnesota,” and that David Brooks, John Kerns, Chauncey Hobart, Samuel C. Thomas, Willis A. Gorman, Thomas M. Fullerton, Matthew Sorin, Merritt Allen, Benjamin F. Hoyt, Parker Pain, W. H. Woodbury, Hart Boughton, Alexander Ramsey, William Freeborn and Ira Bidwell, and such persons as shall be elected by the Wisconsin Annual Conference of the Methodist Episcopal Church (or such Conference as may be formed out of said Wisconsin Conference, in the bounds of which the said institution may be located), to succeed them, their associates, and successors in office, be and they are hereby created a body politic and corporate, to be styled the “Trustees of the Hamline University of Minnesota,” and shall be trustees of said corporation for the purpose of further establishing, maintaining and conducting an institution of learning for the education of youth of both sexes; and by the aforesaid corporate name to remain in perpetual succession, with full power to sue and be sued, to plead and be impleaded, to acquire, hold and convey property, real, personal and mixed, in all lawful ways: Provided always, That the annual income shall not exceed sixty thousand dollars; to acquire a common seal, and to alter the same at pleasure; to make and alter, from time to time, such by-laws as they may deem proper and necessary for the government of said institution, its officers and agents: Provided, Such by-laws are not inconsistent with this act, or the Constitution and Laws of the United States, or of this Territory, and also have power to confer on such person or persons, as they may deem worthy, all honors and degrees as are usually conferred by the most learned institutions in the United States. Note: The original charter is the Act of Incorporation, Laws of Minnesota, Chapter 42, 1854, consisting of 14 sections. Sections 2, 4, 8, 10, and 12 have been since been amended and this text gives the form as amended. Sections 15 and 16 were added in 1876. Sec 2. From the election of the trustees in the year 1974 there shall be forty (40) elected trustees of said corporation. Eleven of the elected trustees shall be members, ministerial or lay, of the Minnesota Annual Conference of the Methodist Church, or of such Conferences as may be formed out of said Minnesota Conference. When any trustee who has been elected as one of the required number of members of such Conference ceases to me a member of the Conference, his term of office as trustee shall expire at the next annual election of trustees. Also from the effective date of these amendments the President of the University and the Bishop of the Methodist Church for the area in which the institution is located, shall be ex officio trustee of said corporation with full voting powers. Sec 3. No religious tenet shall be required of any person to entitle him or her to all the privileges of the institution: and no student shall be required to attend the religious worship of any particular denomination except as specified by the students, his parents or guardian. Sec 4. The said University shall be located at such place as the trustees thereof, in concurrence with the Minnesota Annual Conference of the Methodist Episcopal Church shall select; Provided however, That in consideration of large contribution by citizen of the city of the Red Wing, and vicinity, to establish and sustain said University, this enactment shall not operate to allow any change of the president location of said University, until the trustees thereof shall have deeded to the city of Red Wing for public uses, the tract of land in said city known as “University Block,” subject to present incumbrances, which shall in that event be assumed and paid by said city. Sec 5. The affairs and the operation of the University shall be managed by order under the direction of the trustees. Annually the trustees shall elect from their membership such officers of the board as they deem necessary and appropriate. Such officers, together with any number of additional trustees elected annually by the board, shall constitute an executive committee, which shall have the authority of the board to the extent set forth in the bylaws and in resolution of the board. Sec 6. The Treasurer, before entering upon the duties of his office, shall give bond in such panel sum as the trustees shall direct, and with such sureties as they shall by vote approve, conditioned for the faithful, performance of his duties, and the delivery to his successor at the expiration of his office, all funds and other property and papers in his possession belonging to said University: and all other officers and agents, before entering upon their duties, shall give like bonds, if required by the board of trustees. Sec 7. All suits against said corporation shall be summons, which shall be served by leaving an attested copy of the same with the President or Treasurer, at their office, at least twenty days before return thereof. Sec 8. At the first annual meeting hereafter, the trustees shall be divided by lot into four (4) classes, of five each in the first three classes, and of six (6) in the fourth class, which class shall be numbered one, two, three and four. Class numbered one shall hold their office until the first annual meeting of the trustees; Class numbered two shall hold their office until the second annual meeting; Class numbered three shall hold office until third annual meeting; and class numbered four shall hold their office until fourth annual meeting, and until their successor are elected. The trustees at their first meeting shall designate the time and place of their first and future annual meetings, which shall in no case be altered, except by voting of two-thirds of the trustees present at any regular meeting.From the election of trustees in the year 1975 the elected trustees shall be divided into four classes, of ten (10) each. This shall be accomplished by adding at the 1975 election one trustee to each class of trustees whose terms expire in 1976, 1977, 1978 and 1979. Except as above provided trustees elected to fill a vacancy in the board caused by expiration time, shall be elected for a term of four years from the time of such vacancies and until their successors are elected. Sec. 9. The trustees shall have authority to appoint and employ all officers, teachers and agents for the institution; and shall have power to displace any or all of them, as the interests of the institution may require; to fill vacancies which may happen by death, resignation or otherwise, among said officers, teachers and agents. All elections of trustees, president of the University, professors, officers and agents, shall be by ballot. Sec. 10. This institution shall be under the patronage of the Wisconsin Annual Conference of the Methodist Episcopal Church (or of such Conference as may be formed out of the Wisconsin Conference, in the bounds of which the said institution may be located), and the said Conference shall annually at its annual session, fill all vacancies of the trustees, occasioned by the provisions of section 8 and 12 of this act, who shall hold their office for the term of four years from the time of such vacancies, and until their successors are elected.Provided, That the board of trustees shall nominate persons for election by the Conference to fill the place of those trustees whose term is about to expire, and to fill vacancies, and the Conference shall not elect any person a trustee who has not been so nominated, unless there is a failure to nominate; and in case of vacancy in the board of trustees for any cause, except expiration of time, the person elected to fill such vacancy shall hold his office only for the unexpired term of the trustee whom he succeeds, and until his successor is elected. Sec. 11. The trustees shall have power to prescribe and regulate the course of studies to be pursued in said institution; to fix the rate of tuition, and other expenses; to make rules for the regulation of the conduct of the students and for the expulsion of such as are disorderly; they shall faithfully apply all funds by them collected or received, according to their best judgment, in erecting suitable buildings; supporting the necessary officers, instructors and agents, in procuring books and apparatus necessary to the success of the institution: Provided, however, That in case any donation or bequest be made for purposes which accord with the design of the institution, the trustees shall receive and accept the same, and shall apply such donation or bequest in conformity with the conditions or designs of the donor; and all corporate property belonging to the institution, both real and personal is, and shall be free from taxation. Sec. 12. The board of trustees may meet on their own adjournment, any nine of whom shall constitute a quorum for the transaction of business, and the president, with the concurrence of two trustees, or any four trustees, may call special meetings of the board, by giving notice to the members thereof in writing or otherwise, at least ten days before the time of such meeting; and any trustees may be removed for a neglect of duty for more than one year. From the election of trustees in the year 1964 to the election of trustees in the year 1965, any ten of the board of trustees shall constitute a quorum for the transaction of business; from the election of trustees in the year 1965 to the election of trustees in the year 1966, any twelve of the board of trustees shall constitute a quorum for the transaction of business; and beginning with the election of trustees in the year 1966, any thirteen of the board of trustees shall constitute a quorum for the transaction of business. Sec. 13. The trustees of the University shall have power to establish a preparatory department, to raise, collect and receive funds, to erect buildings, appoint a principal, professors, and to do all necessary acts for the establishing, maintaining and conducting of the preparatory department, and all appointments and officers of said department to be governed by this charter. This act shall be construed liberally in all courts for the purposes herein expressed. Sec. 14. Any three of the corporators named in this act, may call the first meeting of the trustees by giving two weeks notice of the time and place of such meeting, and in one or more newspapers published in this territory. Sec. 15. (1) Except as provided in paragraph (2), a person who serves without compensation as a trustee, officer or agent of the University shall not be civilly liable for an act or omission by that person if the act or omission was in good faith, was within the scope of the persons’ responsibilities as a director, officer or agent, and did not constitute willful or reckless misconduct. (2) Paragraph (1) does not apply to an action or proceeding brought by the Attorney General of the State of Minnesota for a breach of a fiduciary duty; a cause of action to the extent it is based on federal law; or a cause of action based on an express contractual obligation. In addition, paragraph (1) does not limit a person’s liability for physical injury to another or for wrongful death that is personally and directly caused by such person. (3) For purposes of paragraph (1), the term “compensation” means anything of value received for services rendered, except: (A) reimbursement for expenses actually incurred; (B) a per diem in an amount not more than the per diem authorized for state advisory councils and committees; and (C) payment by the University of insurance premiums on behalf of a person who is or was a trustee, officer or agent of the University or who, while a trustee, officer or agent is or was serving at the request of the University as a director, officer, partner, trustee, employee, or agent of another organization or employee benefit plan against liability asserted against and incurred by the person in or arising from that capacity. Sec. 16. The University shall indemnify and hold harmless, to the full extent permitted by Section 300.083 of the Minnesota Statutes, as now enacted or hereafter amended, supplemented or reenacted, each person who is or was a trustee, officer or employee of the University, but only where such person is made or threatened to be made a party to a proceeding by reason of her or his former or present official capacity with the University.