Lehigh University Amends Original 1866 Charter of Incorporation

Amendments to Lehigh University’s original charter of incorporation, by which the Commonwealth of Pennsylvania legally recognized the creation of the university in 1866, were recently approved by the Lehigh University Board of Trustees. The amendments were filed with the Pennsylvania Department of State’s Bureau of Corporations and Charitable Organizations and are the first amendments to the charter in Lehigh’s history.

Among the principal purposes of the Charter amendments, as well as accompanying University Bylaws amendments, are to afford all University Trustees voting status by eliminating the past Trustee classes of Corporate, Appointed, and Alumni Trustees and creating a single category of voting Trustees.

"Asa Packer anticipated much of what Lehigh would become in his initial charter language, but he could not have imagined the heights to which we've achieved," said Chair of the Board of Trustees Vincent Forlenza '75. "Our expanded needs as a national research university have broadened the approach to governance from Asa Packer's original description. These changes demonstrate Lehigh's positive evolution and impact in alignment with our mission and the defining purpose of the university."

The changes to the Board of Trustees’ voting structure were made following Trustees’ discussions over several years; beginning in 2017, a Board governance working group of Trustees began considering the amendments to the 1866 Charter and the then-current Bylaws that would implement changes in Trustee voting, along with other Board governance improvements, to be implemented in phases.

In addition to creating a single class of voting Trustees, the amendments modernize some of the language in the original charter—for example, changing the descriptive language for the university president from “head, or chief master” to “chief executive officer” of the university and amending the historically dated term of “President of the Board” to “Chair of the Board of Trustees.” Other amendments add flexibility for the Board’s scheduling of its meetings and election of Trustees.

The Charter of Lehigh University was approved by the Commonwealth of Pennsylvania on Feb. 9, 1866. In 1865, Lehigh’s founder, Asa Packer, donated 57 acres and $500,000 to found a university that would contribute to the “intellectual and moral improvement” of the Lehigh Valley. At the time, the legal procedure for state approval of a charter of incorporation necessitated an act of the Commonwealth’s legislature. After the legislature’s adoption of Lehigh’s charter, the charter was signed by Pennsylvania officials James R. Kelly, Speaker of the House of Representatives; David Fleming, Speaker of the Senate; and Governor Andrew Gregg Curtin.

Lehigh University was founded in 1865, and opened on Sept. 1, 1866, with the first classes held in Christmas Hall (Saucon Hall was built later and merged with Christmas Hall to form what is now known as Christmas-Saucon Hall). At the time, the municipality of the Borough of South Bethlehem (which was separate from the City of Bethlehem) was a year old. Bethlehem Iron Company’s first blast furnace had been making the rails for Asa Packer’s Lehigh Valley Railroad for only three years.

The charter states: “An Act to erect and establish at, or near, the borough of South Bethlehem in Northampton County, a polytechnic college, for the education of youth, of the name, style and title of the Lehigh University.”

The full text of the original charter is published on the Lehigh University Board of Trustees website, with later copies throughout the years available in the university’s archives in Special Collections.

General Counsel Frank Roth, Lehigh University’s chief legal officer, who also serves as Secretary of the Board of Trustees, noted that it is a usual practice for universities, including Lehigh, to make changes to their Bylaws, which can be amended by a Board without a state government filing, as the Board’s governance and operating practices evolve.

Amendments to a college or university charter are relatively infrequent. For example, the first changes to Harvard University’s charter from 1650 were implemented in 2010. Brown University, chartered in 1764, has made only three amendments to its original charter. Similar to many educational institutions, Lehigh does not typically modify the original founding Charter of the institution.

"College and university charters of incorporation are rarely amended, particularly in the case of institutions like Lehigh that have existed for a century or more,” said Roth. “We chose to keep most of the historical elements of Lehigh's charter ... its elements remain legally sound and the charter is a cornerstone of the documents which capture the vision of our founder, Asa Packer.’”

Lehigh’s Board of Trustees routinely evaluates the University Bylaws to ensure they accurately reflect the Board’s oversight role and governance processes. Amendments to the Bylaws are proposed by Board Committees to improve Board governance, to reflect changes in the operation of the university, and to ensure effective and efficient fulfillment of the Board’s fiduciary responsibilities.

So, while updates and amendments to the University Bylaws are fairly common, this year’s amendments to the university’s original 1866 charter mark a historic moment connecting the present and future of Lehigh to our founding.