THE PRINCIPIA BOARD OF TRUSTEES

BYLAWS

The business and affairs of The Principia Corporation shall be governed and managed by, or under the direction of, the Board of Trustees.  The Board of Trustees shall exercise these powers in accordance with the "Purpose and Policies of The Principia," published October 22, 1944, and any amendments thereto.

The authorized number of Trustees of The Principia Corporation shall be not less than twelve and not more than fifteen.  The current number of Trustees shall be within these limits and shall be fixed from time to time by resolution adopted by the Board of Trustees. Each Trustee shall have received class instruction from an authorized teacher of Christian Science and be a member of The First Church of Christ, Scientist, in Boston, Massachusetts.  At each annual meeting of the Board of Trustees, all Trustees shall be elected by ballot, with each Trustee to hold office for a term of one year or until his or her successor shall have been duly elected.  To be elected a Trustee, a nominee must receive the vote of a majority of Trustees present.

Election procedures for each Trustee shall be as follows:

1. If the first ballot does not result in an election, the names of all receiving votes shall be reported in alphabetical order.
2. If there has been no election on the second ballot, the names of those receiving more than one vote shall be reported in alphabetical order.
3. If there has been no election on the third ballot, the names of those receiving more than two votes shall be reported in alphabetical order.
4. If there has been no election on the fourth and subsequent ballots, the names of those receiving more than three votes shall be reported in descending numerical order, with the names of those receiving the same number of votes being reported in alphabetical order.
5. This process shall continue until all vacancies have been filled, unless a motion is approved by a majority present to defer the election to a future meeting.
   

Vacancies occurring for any reason or because of an increase in the number of Trustees shall be filled for the unexpired term by majority vote of the Trustees present at any annual or special meeting.  The vote shall be by ballot as set forth in Section 2 of Article I.  Each Trustee so elected shall hold office until his or her successor shall have been duly elected. 

The annual meeting of the Board of Trustees shall be held in November or at such other time, and at such place, as may be determined by the Board of Trustees or its Chairman.  Regular meetings, other than the annual meeting, may be held at such time and place as shall from time to time be determined by resolution of the Board of Trustees. Special meetings (including conference calls and meetings by electronic means) shall be held at any time upon the request of the Chairman of the Board or any three Trustees.  Notice of the time and place of all meetings shall be delivered to each member of the Board of Trustees at least ten days prior to the meeting.  Any Trustee may waive notice of any meeting.  Unless otherwise indicated in the notice thereof or provided in these Bylaws, any and all business may be transacted at any meeting. With the approval of the Chairman, Trustees may participate in meetings by means of conference telephone or electronic means that would allow all persons participating in the meeting to hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

A majority of the total number of Trustees shall constitute a quorum for the transaction of any business at any meeting of the Board of Trustees.  Unless otherwise provided in these Bylaws, all matters shall be determined by the vote of a majority of the Trustees present at any meeting at which a quorum is present.  Any action that may be taken at a meeting of the Board of Trustees may also be taken by unanimous written consent of all Trustees.

Any Trustee may be removed at any time, with or without cause, by a majority vote of the remaining Trustees.  The vote shall be by ballot.

At the annual meeting, after the election of Trustees, the Board of Trustees shall elect by ballot the following officers:  a Chairman, a Chief Executive Officer, a Vice Chairman, a President of Principia College, a Headmaster of the St. Louis campus, a Secretary, and a Treasurer.  The Board of Trustees may elect such other officers as it deems desirable.  The same individual may simultaneously hold more than one office.  The Chairman and Vice Chairman shall be chosen from among the members of the Board of Trustees.  Other officers may, but need not, be members of the Board of Trustees.  Each officer shall be elected to serve for the next fiscal year and shall hold office until his or her successor shall have been duly elected.

The Chairman of the Board shall preside at all meetings of the Board, manage the affairs of the Board pursuant to these Bylaws, and perform such other duties and functions as may be delegated to the Chairman by these Bylaws or the Board of Trustees.  The Chairman of the Board shall serve as Chief Executive Officer unless the Board of Trustees elects another person as Chief Executive Officer pursuant to these Bylaws.

Subject to the provisions of these Bylaws and to the direction of the Board of Trustees, the Chief Executive Officer shall have the responsibility for the general management and control of the business and affairs of The Principia Corporation including all departments and all matters pertaining to the students, faculty, and employees.   He or she shall appoint, and has the authority to remove, all officers and employees of The Principia Corporation and members of the faculty and staff except those officers specifically designated for election by the Board of Trustees in Section 1 of Article II.  He or she shall have the duties and responsibilities usually incident to the office of chief executive officer of a corporation and shall have such other powers and duties as may be designated by the Board of Trustees. 

If the Chief Executive Officer is unable to serve as such, the Chairman or, if the same person is serving as the Chairman and the Chief Executive Officer, the Vice Chairman shall designate another officer of The Principia Corporation to serve as Acting Chief Executive Officer, with the full authority of the Chief Executive Officer under these Bylaws, until the earliest feasible time that the Board of Trustees can be convened to elect a Chief Executive Officer.  If the Chief Executive Officer’s inability to serve is not established by his or her own written determination or death, the Chairman or, if the same person is serving as the Chairman and the Chief Executive Officer, the Vice Chairman shall make a determination that the Chief Executive Officer is unable to serve as such, in either event acting with the written concurrence of at least three other Trustees who are also able to meet together with each other and the Chairman or Vice Chairman within a few days of his or her request. That meeting may be held in person or by means of conference telephone or electronic means that would allow all persons participating in the meeting to hear each other at the same time.

The Vice Chairman shall perform the duties and have the powers of the Chairman in the event of the Chairman’s inability to serve as such.

Section 5.  President of Principia College.

The President of Principia College shall manage, control, and direct the educational activities and other affairs of Principia College, and shall perform such duties as may be designated by the Chief Executive Officer or the Board of Trustees.

The Headmaster of the St. Louis campus shall manage, control, and direct the educational activities and other affairs of the St. Louis campus, and shall perform such duties as may be designated by the Chief Executive Officer or the Board of Trustees.

The Secretary shall have such duties as may be designated by the Chief Executive Officer or the Board of Trustees.

The Treasurer shall have responsibility for maintaining the financial records of The Principia Corporation, making authorized disbursements of funds, and rendering an account of all transactions and the financial condition of the Principia Corporation. He or she shall have such additional duties as may be designated by the Chief Executive Officer or the Board of Trustees.

Other elected officers shall have the powers, duties, and terms of office designated by the Board of Trustees.

Any vacancy in an elected office occurring for any reason shall be filled for the unexpired term by majority vote of the Trustees present at any meeting.  The vote shall be by ballot.  Each officer so elected shall hold office until his or her successor shall have been duly elected. 

Any elected or appointed officer, employee, faculty member, or staff member may be removed at any time, with our without cause, by a majority vote of the Trustees present at any meeting.  The vote shall be by ballot.

The Board of Trustees shall appoint a Finance Committee at the annual meeting.  The Chairman shall be a member of the Finance Committee and may recommend the other members of the Finance Committee to the Board of  Trustees.  The Finance Committee shall be responsible for the financial and property interests of The Principia Corporation and for directing the investments of The Principia Corporation, including the selection and direction of individuals or firms engaged to manage its investments.

The Board of Trustees shall appoint an Audit Committee at the annual meeting.  The Chairman shall be a member of the Audit Committee and may recommend the other members of the Audit Committee to the Board of  Trustees.  It shall be the duty of the Audit Committee to have the books and accounts of The Principia Corporation audited annually and to have the result of such audit distributed to the Trustees.

The Board of Trustees shall appoint a Committee on Trusteeship at the annual meeting.  The Chairman shall be a member of the Committee on Trusteeship and may recommend the other members of the Committee on Trusteeship to the Board of Trustees.  The Committee on Trusteeship shall be responsible for providing to the Board a list of Trustee candidates at least 30 days before any meeting at which Trustees are to be elected, and shall monitor the performance and tenure of Trustees.

The Board of Trustees may appoint such other committees as it deems necessary.  The Chairman may recommend the members of these committees.

The Principia Corporation shall indemnify, to the fullest extent authorized by law, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “proceeding”), by reason of the fact that he or she is or was a Trustee or officer of The Principia Corporation or is or was serving at the request of The Principia Corporation as a director, officer, employee, agent, or trustee of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such proceeding.

The Principia Corporation may indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that he or she is or was an employee or agent of The Principia Corporation or is or was serving at the request of The Principia Corporation as a director, officer, employee, agent, or trustee of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such proceeding.

The Principia Corporation shall pay the expenses (including attorneys’ fees) incurred by a person entitled to indemnification under Section 1 or 2 of Article IV (an “indemnitee”) in defending any proceeding in advance of its final disposition.  If required by law, the indemnitee shall deliver to The Principia Corporation an undertaking to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified for those expenses under Section 1 or 2 of Article IV.

The rights provided by Article IV shall not be exclusive of any other rights to which any indemnitee may be entitled under any statute, Bylaw, agreement, vote of disinterested Trustees, or otherwise both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Trustee, officer, employee, or agent and shall inure to the benefit of his or her heirs, executors, and administrators.  Each indemnitee is entitled to rely upon the provisions of Article IV as a contract with the Principia Corporation. Any amendment, alteration, or repeal of Article IV that adversely affects any right of an indemnitee shall be prospective only and shall not affect, limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to the effective date of such amendment, alteration, or repeal.

The Trustees shall have the power to cause The Principia Corporation to purchase and maintain insurance on behalf of any person who is or was an indemnitee against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not The Principia Corporation would have the power to indemnify him or her against such liability under the provisions of Article IV.

These Bylaws may be amended or repealed at any meeting of the Board of Trustees, provided that any amendment or the repeal of any Bylaw is approved by a majority of the Trustees present at the meeting.  Written notice of the nature of the proposed amendment or the Bylaw to be repealed shall be given at least thirty days before the day of the meeting at which the amendment or repeal of the Bylaw is to be considered.

-Approved April 2004