MERTON COLLEGE BYLAWS MADE FOR THE COLLEGE BY THE GOVERNING BODY UNDER STATUTE 2.7 BYLAWS – Chapters I. The Governing Body II. The Warden III. The Fellows IV. College Officers Part I: General Provisions Part II: Statutory Officers other than Tutors or Lecturers (in statutory order) Part III: Non-Statutory College Officers (in alphabetical order) Part IV: The Tutors and Lecturers of the College V. Junior Members & Life Members VI. Administration Part I: Relating to the Buildings and Amenities of the College Part II: Administrative Offices Part III: Relating to Teaching and Research Part IV: Relating to Accommodation Part V: Financial Provisions (including Accounts, Expenditure, Expenses, Allowances, &c.) Part VI: Miscellaneous Administrative Provisions Part VII: Fixed-Term Employees (Members of the Governing Body) VII. Committees, Sub-Committees, Forums, and Panels VIII. Academic Staff IX. Non-Academic Staff X. The Common Table, The Common Room, College Dinners and Entertainment Part I: The Common Room Part II: The Common Table Part III: College Dinners and Entertainment XI. Discipline and Fitness to Study of Junior Members XI A: Academic Discipline XI B: Discipline for Serious Misconduct XI C: Failure in the First Public Examination XI D: Suspension and Fitness to Study BYLAWS – Appendices A. Bylaw VI.1(b): Commemoration of Benefactors B. Bylaw VI.37: Policies adopted by the Governing Body 1. EJRA Policy 2018 2. Information Security Policy 2018 3. Data Protection Policy 2018 4. Data Protection Breach Regulations 2018 5. Mobile Device Security Regulations 2018 6. Network Acceptable Use Regulations 2018 7. Gift Acceptance Policy 2019 8. Fellowships and Associations 9. Investment Policy 2019 C. Bylaw VI.34: Draft Braam Bequest Bylaws I. THE GOVERNING BODY STATED GENERAL MEETINGS [Statute 2.4, 2.7(a)] 1. (a) The Meetings of the Governing Body prescribed by Statute 2.4 (hereinafter “Stated General Meetings”) shall be held on the first Monday after the end of Trinity Full Term and on the Wednesday before Michaelmas Full Term. A Stated General Meeting may be adjourned to a later date by resolution of the Governing Body, and meetings so adjourned shall rank for all purposes as Stated General Meetings. (b) (i) The Sub-Warden shall send to each member of the Governing Body seven days before every Stated General Meeting a notice of the day and hour of such Meeting, and a statement (“the Agenda”) of the notices of motion and other business to be brought forward and transacted thereat. (ii) The Sub-Warden shall designate in the notice which of the business of the Meeting is to be open business and which is to be reserved business. (iii) As a general rule reserved business will include (a) matters pertaining to individual Fellows, Junior Members, or members of staff; (b) sensitive matters of a financial nature; and (c) issues concerning the entitlement of Fellows to sabbatical leave, accommodation, teaching rooms etc. (c) The Sub-Warden shall place on the Agenda a list of matters referred to Boards and Panels and shall forward to each member of the Governing Body along with the Agenda all Reports of Boards or Panels which are to be considered thereat. College Officers and Boards or Panels submitting papers or putting forward business to Governing Body shall be invited to state whether they wish their business to be included in the Agenda for open business or for reserved business. (d) (i) The Presidents of the Junior and Middle Common Rooms shall be invited to attend Meetings during open business as observers and may speak but may not vote. (ii) The Presidents of the Junior and Middle Common Rooms shall receive only the Agenda for open business together with the supporting papers for that business. (e) Save as provided by Bylaw VIII.3.5, the quorum for a Stated General Meeting shall be one-third of the members of the Governing Body. 1 ADDITIONAL MEETINGS OF THE GOVERNING BODY [Statute 2.4, 2.7(a)] 2. (a) Subject to Bylaw I.2(b) below the Warden shall be empowered to summon an Additional Meeting of the Governing Body. (b) (i) To summon an Additional Meeting the Warden shall at least three weeks before the time appointed for such Meeting send a written notice to each member of the Governing Body stating the time and place of meeting and of the matter or matters to be considered. (ii) The papers for an Additional Meeting shall be sent to each member of the Governing Body no fewer than seven days before the date fixed for the meeting. (c) Save as provided by Bylaw VIII.35.5, the quorum for an Additional Meeting shall be one-third of the members of the Governing Body. EMERGENCY MEETINGS OF THE GOVERNING BODY [Statute 2.4, 2.7(a)] 3. (a) Subject to Bylaw I.3(b) below if at any time the Warden shall have received a requisition stating that a serious emergency exists and signed by not less than four members of the Governing Body, the Warden shall summon an Extraordinary Meeting of the Governing Body. (b) (i) At least forty-eight hours before an Emergency Meeting the Warden shall forward to each member of the Governing Body a notice of the time and place of meeting and of the matter or matters to be considered. (ii) No motion shall be brought forward at any Emergency Meeting which involves a grant of money, or an alteration of any Statute or Bylaw or of the salary of any College Officer or member of the College Staff, and no business shall be transacted except that for which the Meeting has been summoned. (iii) No motion shall be passed at an Emergency Meeting except by the votes of two-thirds of those present. (iv) The quorum for an Emergency Meeting shall be 9 members of the Governing Body. ATTENDANCE AT MEETINGS OF THE GOVERNING BODY [Statute 2.4, 2.7(a)] 2 4. (a) (i) Fellows who are members of the Governing Body are obliged as trustees of the College to attend meetings of the Governing Body unless some good reason prevents them. (ii) Except where absence results from an unforeseen emergency, a Fellow who is unable to attend a meeting of the Governing Body shall send written apologies to the Sub-Warden in advance of the meeting explaining the reason for his or her absence. (iii) A Fellow who has been prevented by an unforeseen emergency from attending a meeting of the Governing Body or sending apologies in advance shall send written apologies to the Sub- Warden as soon as possible after the meeting explaining the reason for his or her absence. (b) A Fellow who has been granted leave of absence by the College or (if not employed by the College) the University shall be regarded as having good reason for absence within Bylaw I.4(a)(i) above. USE OF ELECTRONIC COMMUNICATIONS 5. Secure electronic means of communication may as the Governing Body shall from time to time determine be used to send notices required to be sent under Bylaws I.1, I.2, or I.3 above and to provide supporting papers. CONFLICTS OF INTEREST [Statute 2.10] 6. (a) Members of the Governing Body may be employed as College Officers and may enjoy the benefits of Common Table and use of College facilities under the authority of the Statutes. (b) Members of the Governing Body may be reimbursed by the College for reasonable expenses incurred wholly, exclusively and necessarily in the performance of College duties or in furtherance of the objects of the College, in circumstances defined in the Bylaws. (c) Any proposal concerning the stipends and allowances and benefits, including entitlement to College accommodation, awarded to any member of the Governing Body must first be referred to the Committee on Stipends and Allowances under Bylaws VII.30(d) and (e). (d) Members of the Governing Body will not normally be entitled or permitted to receive any other financial or other personal benefit from the College. Where members of the Governing Body believe that they will obtain a personal benefit, directly or indirectly, from any transaction 3 or proposed transaction to which the College is party the following procedure shall apply: (i) The Fellow concerned should immediately inform the Sub-Warden in writing; (ii) Unless the benefit is trivial, the Sub-Warden shall advise the Governing Body, and any College Committee of which the Fellow concerned is a member and which has the transaction under consideration, that there is a conflict of interest, and this shall be recorded in the minutes of any meeting at which the transaction is discussed; (iii) The Fellow concerned shall withdraw from any meeting, or from that part of any meeting at which the transaction is discussed, and shall not cast any vote on the outcome. (e) The procedure set out in Bylaw I.5(d) above shall also be used in the following circumstances: (i) If the benefit is provided to a close relative or business associate of the member of the Governing Body or any other related party; or (ii) if no benefit is provided, but there is a conflict between the duty owed to the College and any duty owed by the Fellow concerned to any other body or person. BYLAWS 7. (a) The numbers and letters of Bylaws and of the parts of Bylaws and of the divisions of Chapters are not included within the Bylaws and may be altered by the Statutes and Bylaws Committee without a vote of the Governing Body provided that no alteration is made to the text of the Bylaws. (b) The Statutes and Bylaws Committee shall report to the Governing Body any changes it makes under Bylaw I.7(a) above and a change shall take effect immediately after the meeting of the Governing Body at which it was reported.