Charter


THE ELIOT SEMINARY
An Act to Incorporate The Eliot Seminary
Be it enacted by the General Assembly of the State of Missouri, as follows:
 
Para. 1.   Christopher Rhodes, Samuel Treat, John M. Krum, John Cavender, George Partridge, Phocion R. McCreery, George Pegram, N. J. Eaton,  James Smith, Seth A. Ranlett, Mann Butler, William G. Eliot, Jr., John How, Hudson E. Bridge, William Glasgow, Jr., Samuel Russell and Wayman Crow, and their associates and successors are hereby constituted a body corporate and politic by the name of "The Eliot Seminary," and by that name shall have perpetual succession, and be capable of taking and holding by gift, grant, devise or otherwise, and conveying, leasing, or otherwise disposing of any estate, real, personal or mixed, annuities, endowments, franchises and other hereditaments which may conduce to the support of said seminary, or to the promotion of its objects; all property of said corporation shall be exempt from taxation, and the sixth, seventh and eighth sections of the first article of the act concerning corporations, approved March 19th, 1845, shall not apply to this corporation.
 
Para. 2.   The management of the affairs of this corporation shall be vested in a Board of seventeen Trustees; the persons named in Section 1 hereof shall constitute the first Board of Trustees. The Board of Trustees may by bylaws change the number of Trustees, either to increase or decrease such number, at any time and from time to time, and may provide therein for the manner of their election, for the creation of classes of Trustees and for the terms of office of Trustees in such classes, provided that the number of Trustees shall not be reduced below three. Vacancies occurring in the Board by resignation, death or otherwise shall be filled by the Board.
 
Para. 3.   The Board of Trustees may prescribe the course of instruction in said seminary, and organize the institution under such regulations, and provide in such way as they may deem proper for the appointment of its professors, teachers and other officers, and may make such bylaws and rules as they may deem necessary for the management of the institution.
 
Para. 4.   This act shall take effect upon its passage.
 
Approved February 22, 1853. Revisions approved August 14, 1961, and June 30, 1966.

THE WASHINGTON UNIVERSITY
An Act to Amend an Act Entitled
"An Act to Incorporate The Eliot Seminary"
 
Be it enacted by the General Assembly of the State of Missouri, as follows:
 
Para. 1.   The name of the corporation now known as "The Eliot Seminary" shall henceforth be "The Washington University," by which name the said corporation shall have, hold and enjoy all the property, rights, franchises, endowments, immunities and privileges conferred upon and belonging to The Eliot Seminary.
 
Para. 2.   No instruction either sectarian in religion or party in politics shall be allowed in any department of said University; and no sectarian or party test shall be allowed in the election of professors, teachers or other officers of said University, or in the admission of scholars thereto, or for any purpose whatever.
 
Para. 3.   It shall be the duty of the Board of Trustees of said University, upon being informed of any violation of the second section of this act, forthwith to institute an inquiry into the charge or charges that may be preferred in respect thereof by any credible person, in writing, against any officer of said University; and if it shall appear that any officer of said University has violated the said second section of this act, the Board of Trustees shall forthwith remove such person so offending from any office which he may then fill in any department of said University, and such person so removed shall be forever thereafter ineligible to any office in said University.
 
Para. 4.   In case the Board of Trustees upon being notified in writing by any credible person of a violation of the second section of this act, shall refuse or neglect to investigate the charge thereupon preferred against any officer of said University, it shall be competent for the St. Louis Circuit Court, or the St. Louis Court of Common Pleas, to compel the Board of Trustees by mandamus to perform their duty in investigating such charge, and to show their performance of such duty to the satisfaction of the court having cognizance of the matter, and all proceedings under this section shall be summary, and conducted to a conclusion with as little delay as possible; and the power hereby given to the said courts may be exercised by the judge of either of said tribunals in vacation.
 
Para. 5.   Whereas the said Eliot Seminary has purchased, for the purpose of erecting thereon university buildings, a tract of land within the present corporate limits of the City of St. Louis, containing about three 40-100 acres of land, bounded on the east by an alley, on the west by Beaumont Street, on the south by Locust Street, and on the north by Washington Avenue;
 
And whereas said tract of land, before being conveyed to the said corporation, was described and designated in a plot filed in the Office of the Recorder of Deeds of St. Louis County as a part of an addition to the City of St. Louis, and certain streets and alleys were marked and shown on said plot as traversing said tract, but were never actually opened and laid out on the ground through said tract;
 
And whereas it is desirable that the buildings proposed, the said University, should cover a large portion of said tract, and that the whole thereof should be within one enclosure and secure from interruption or disturbance;
 
Therefore it is hereby enacted, that all streets and alleys existing in contemplation of law through, over or upon the said tract of land so acquired by said corporation as aforesaid, shall be and the same are hereby vacated and abolished; and it shall not be lawful for the City of St. Louis or the County of St. Louis to open any road, street, alley or avenue through or over said tract or any part thereof, so long as it shall remain the property of said corporation, without the consent of the Board of Trustees of said University, expressed by resolution formally entered upon the minutes of their proceedings.
 
Approved February 12, 1857. Revisions approved June 30, 1966.

Charter Amendment
 
Para. 6.
Section 1.   The provisions of this Para. 6 shall be in the nature of a contract between the corporation and each of its Trustees and officers made in consideration of such person's continued service to the corporation. The protection afforded to each Trustee and officer by the provisions of this Para. 6 shall survive such person's term of office. This Para. 6 may not be repealed, nor may the benefits to the Trustees and officers afforded hereby be diminished, except as to liability accruing in respect of acts or omissions occurring after the date of such repeal or modification.
 
Section 2.   The corporation shall hold harmless and indemnify each Trustee and officer to the fullest extent authorized or permitted by the provisions of Subsections 1 through 6 and 9 through 11 of Section 351.355, Missouri Revised Statutes 1986, ("State Statute") or any other or additional statutory provisions which are hereafter adopted authorizing or permitting such indemnification.
 
Section 3.   The corporation may purchase and maintain for the benefit of each Trustee and officer, as named insured or additional insured, a policy or policies of general comprehensive liability insurance (covering claims arising out of death, illness or injury or arising out of property loss or damage) and "directors and officers" liability insurance (covering claims arising out of wrongful acts or omissions) in respect of liabilities asserted against and/or incurred by its Trustees or officers in either such capacity or otherwise in the performance of their services for the corporation. In the event the corporation does not purchase and maintain such insurance, it shall indemnify each Trustee and officer and hold him harmless to the fullest extent of the coverage which would have been provided by such insurance.
 
Section 4.   In addition to the foregoing, and subject only to the exclusions set forth in Section 5 hereof, the corporation shall, to the fullest extent authorized or permitted by the provisions of Subsection 7 of the State Statute, hold harmless and indemnify each Trustee and officer:
 
(i) against any and all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such Trustee or officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the corporation) to which such Trustee or officer is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that such Trustee or officer is, was or at any time becomes a Trustee or officer of the corporation, or is or was serving or at any time serves at the request of the corporation as a trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; and (ii) otherwise to the fullest extent as may be provided to such Trustee or officer by the corporation under the non-exclusivity provisions of the State Statute.
 
Section 5.   No indemnity pursuant to Section 4 hereof shall be paid by the corporation:
 
(i) except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Trustee or officer is indemnified either pursuant to Sections 2 or 3 hereof or pursuant to any insurance of the type referred to in Section 3 hereof purchased and maintained by the corporation; (ii) in respect to remuneration paid to such Trustee or officer if it shall be determined by a final decision of a Court having jurisdiction in the matter that such remuneration was in violation of law; (iii) on account of such Trustee's or officer's conduct which is finally adjudged by a Court having jurisdiction in the matter to have been knowingly fraudulent, deliberately dishonest or willful misconduct; or (iv) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.
 
Section 6.   All agreements and obligations of the corporation contained in this Para. 6 shall continue during the period the Trustee or officer is a Trustee or officer of the corporation (or is or was serving at the request of the corporation as a trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as the Trustee or officer shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, by reason of the fact that he was a Trustee or officer of the corporation or serving in any other capacity referred to in this Para. 6.
 
Section 7.   The corporation will pay all reasonable expenses of the Trustee or officer incurred in defending any civil or criminal action, suit or proceeding against him, provided he shall have agreed to reimburse the corporation if and to the extent that it shall be ultimately determined that he is not entitled to be indemnified by the corporation for such expenses.
 
Approved December 2, 1987.
D/LAD