(a) The name of the Corporation is The Washington and Lee University.
(b) The principal office of the Corporation is located at Lexington, Virginia.
(c) The purpose of the Corporation is to promote, maintain, and conduct a college and university for academic, scientific, and professional education and learning, with all the rights, privileges, and powers necessary, proper, usual and customary for such institutions, including the right to receive, hold, and use gifts, legacies, and bequests, and to accumulate endowment funds and properties and property rights and interests, and to invest and reinvest the same; to award academic, scientific, professional, and honorary diplomas and degrees; to promote educational, scientific, and professional research, investigation and progress; to conduct laboratories, and all such business enterprises as may be incident to or proper for the general purposes of the Corporation; to borrow money, execute notes and bonds and secure the same by a lien upon its real estate or by pledge of collateral; to sell and issue annuity bonds for the benefit of the Corporation; to guarantee and become surety for the obligations of organizations of the faculty and of the students of the Corporation to the extent that the same is deemed to be for the benefit of the general purposes and affairs of the Corporation, or of any other person, firm, corporation, or association, for the purpose of promoting the interests of the Corporation; and to have and execute all powers and rights conferred by the laws of Virginia on corporations of similar kind and character. The foregoing enumeration of powers and purposes shall be construed in furtherance of, and not in limitation of the general powers of the Corporation.
(d) The Corporation shall be managed and controlled by a Board of Trustees. The President of the University shall be a member of the Board, ex officio. The terms of office of all Trustees shall be five years. The Trustees shall elect their own successors, but the Board may make provision in its by-laws for the nomination of Trustees by the Washington and Lee Alumni Association. The Board may make reasonable provisions in its by-laws for the removal and retirement of Trustees.
(e) The Trustees shall elect one of their own members as presiding officer, with the title of Rector, and shall also elect a President of the University, who shall be President of the Corporation, a Secretary, and a Treasurer of the Corporation, and such other officers, agents, and employees as may be provided for by the by-laws.
(f) The period for the duration of the Corporation shall be unlimited.
(g) The amount of real estate to which the holdings of the Corporation shall at any time be limited is one hundred thousand acres.
(h) The Board of Trustees, by by-law or by resolution passed by a vote of the majority of Trustees in office, may designate two or more of their members to act as an Executive Committee, and the Executive Committee, to the extent provided for in such by-law or resolution, shall have and exercise the powers of the Board of Trustees in the management of the business affairs of the Corporation, provided, however, that no real estate of the Corporation shall be sold, nor shall the Rector, the President, any Trustee or professor with tenure be elected, except by a vote of a majority of Trustees in office. The granting of tenure to an academic dean and to the provost may also be accomplished through the affirmative vote of the Executive Committee of the Board. By a vote of the majority of Trustees present at any meeting at which a quorum is present, the Board may appoint such other committees as it may deem proper.
Re-Adopted October 10, 2002
Effective November 22, 2002 through Issuance of Articles of Amendment from State Corporation Commission
Amended May 15, 2010 to change Trustee term of service from four years to five.
Amended February 11, 2011 to change "number" to "members" and to delete the mileage restriction on sale of real estate; Effective March 9, 2011 through issuance of Articles of Amendment from State Corporation Commission.
Amended May 5, 2012 to add sentence regarding tenure to an academic dean or to the provost; Effective May 30, 2012 through issuance of Articles of Amendment from State Corporation Commission.