18 GCA BUSINESS STRUCTURE & FUNCTION CH. 11 COLLEGES AND INSTITUTIONS OF LEARNING CHAPTER 11 COLLEGES AND INSTITUTIONS OF LEARNING § 11101. Articles of Incorporation. § 11102. Right to Incorporate. § 11103. Bylaws. § 11104. Diplomas. § 11105. Trustees. § 11106. Real Estate; Conveyance of Property

§ 11101. Articles of Incorporation

Any number of persons not less than five who have established or who may desire to establish a college, school, or other institution of learning may incorporate themselves by filing with the Director of Revenue & Taxation articles of incorporation setting forth the following facts: (a) The name of the corporation; (b) The purpose for which it is organized; (c) The place where the college, school, or institution of learning is to be conducted; (d) The qualifications of trustees and the number of trustees, which shall not be less than five nor more than fifteen (15): Provided, however, that the number of trustees shall be some multiple of five; (e) The term for which the trustees shall serve and the names and residences of the trustees elected for the first term; (f) The amount of money and description of the property to be devoted to the maintenance and support of the college, school, or other institution of learning. SOURCE: CC § 600. All SOURCE references in this Chapter are to the enactment as found in the Codes of Guam, 1970, ed. unless otherwise stated. § 11102. Right to Incorporate. Societies or organizations which have established colleges, schools, or other institutions of learning may, unless forbidden by their constitutions or by competent authority exercised over them, incorporate with the written consent of two-thirds (2/3) of the membership, or by an affirmative vote of COL120106 1 18 GCA BUSINESS STRUCTURE & FUNCTION CH. 11 COLLEGES AND INSTITUTIONS OF LEARNING two-thirds (2/3) of the membership had at a regular or a special meeting called for the purpose, by filing with the Director of Revenue & Taxation articles of incorporation setting forth the facts prescribed for articles of incorporation in § 11101. SOURCE: CC § 601. § 11103. Bylaws. Societies or organizations so incorporated shall have the power to adopt bylaws not inconsistent with law and may provide in such bylaws for the election of trustees and their terms of office. SOURCE: CC § 602. § 11104. Diplomas. Whenever so empowered in writing by the Director of Education and under such terms and conditions as said Director of Education may prescribe, colleges, duly incorporated in accordance with this Chapter, may grant diplomas. SOURCE: CC § 603. § 11105. Trustees. Unless otherwise provided in the bylaws, the board of trustees of incorporated schools, colleges, or other institutions of learning shall, as soon as organized, so classify themselves so that the term of office of one- fifth (1/5) of their number shall expire every year. Trustees elected thereafter to fill vacancies caused by expiration of term shall hold office for five years. A majority of trustees shall constitute a quorum for the transaction of business. The office of the corporation shall be at college, school, or other institution of learning. The powers and authority of trustees shall be defined in the bylaws. SOURCE: CC § 604. § 11106. Real Estate; Conveyance of Property. Any educational society or organization, by two-thirds (2/3) vote of its membership held at a regular or at a special meeting called for the purpose, or by written consent of two-thirds (2/3) of its members without a meeting, and any existing educational corporation or body claiming to be such may, by a unanimous vote of its trustees present at a regular or special meeting called for the purpose or by the written consent of such trustees without COL120106 2 18 GCA BUSINESS STRUCTURE & FUNCTION CH. 11 COLLEGES AND INSTITUTIONS OF LEARNING meeting, convey all or any part of its property, rights, and franchises to a corporation organized for educational purposes in conformity with this Chapter. Any corporation organized for educational purposes in accordance with this Chapter shall have the right by and with the consent of a majority of its membership to purchase, hold, mortgage, or sell real estate for educa- tional purposes. SOURCE: CC § 605. ---------- COL120106 3 18 GCA BUSINESS STRUCTURE & FUNCTION CH. 11 COLLEGES AND INSTITUTIONS OF LEARNING COL120106