Model bylaws for independent colleges are presented to assist the institutions in writing or revising their own bylaws. The model is designed to provide the basis, and not to be taken verbatim, for discussion on the form of governance that may be established by private institutions. The bylaw articles concern: powers of trustees; membership of board of trustees; trustees emeriti; officers of the college; powers and duties of the chairman and vice chairman of the board of trustees; powers and duties of the president, vice president(s), secretary, and treasurer of the college; meetings; action without formal meeting; committees; indemnification; conflicts of interest; discrimination prohibited; and review and amendment of bylaws. Several provisions of the model that are particularly appropriate for discussion concern election of members of the board of trustees, age limits for trustees, flexibility pertaining to the number of vice presidents and their duties, standing committees, and membership of the executive committee. (SW)