Article II The Board of Trustees: Membership, Election, and Meetings

The Board of Trustees: Membership, Election, and Meetings

1. The ownership, management and control of the College shall be vested in the Board of Trustees, which shall consist of not less than twenty nor more than thirty-six members excluding the number of Life Trustees, as provided in Section 4 of this article. This Board of Trustees shall be self-perpetuating, and shall have the power in case of death, resignation, disability, or disqualification of any member of the Board to fill the vacancy created thereby.
2. Excluding the number of Life Trustees, as provided in Section 4 of this article, the membership of the Board of Trustees shall be divided into six classes of not more than six trustees, each class serving for a term of six years. The number of trustees in the several classes need not be uniform. Terms of office shall begin on July 1 and expire after six years on June 30. Trustees elected to fill interim vacancies shall begin to serve immediately upon election. Membership on the Board of Trustees automatically terminates on the expiration of a trustee's term.
3. The Board may elect to the position of trustee emeritus for life any member or former member of the Board who has served as long as six years. Trustees emeriti shall be entitled to attend and participate in all regular meetings of the Board, but shall not be vested with the responsibilities of trustees, nor vote, nor be counted in the determination of a quorum.
4. Any person who has served for two or more years as Chair or Vice Chair of the Board of Trustees may be elected to the office of Life Trustee. Each Life Trustee shall be included in determining a quorum, shall be entitled to vote on all matters which come before the Board of Trustees for decision, and shall be an ex officio member of all committees. A Life Trustee shall not be elected to serve as an officer of the Board of Trustees or as Chair of any standing committee.
5. Nominations of persons for election as trustees shall be submitted by the Committee on Nominations and Honorary Degrees of the Board of Trustees. The election of trustees shall require the affirmative votes of at least two-thirds of the members of the Board of Trustees.
6. There shall be at least three meetings of the Board each year, at least one of which shall be on the campus of the College. The annual meeting of the Board at which the regular election of trustees will take place shall be the last regular meeting of the Board prior to the end of the fiscal year. Additional meetings shall be held on call of the Chair or a majority of the trustees. Written notice shall be given to all trustees by ordinary mail at least ten days prior to the meeting date and directed to each trustee's address of record.
7. Whenever notice is required to be given under the provisions of these Bylaws, a waiver in writing signed by the persons entitled to the notice, whether before or after the time stated, shall be deemed equivalent to notice. Attendance at any meeting by a trustee shall be conclusively deemed a waiver of notice of that meeting unless objection is made at the meeting.
8. Any action required or permitted to be taken by the Board of Trustees or by any committee may be taken without a formal meeting. Meetings may be conducted by mail, telephone, electronic mail, or in any other way the trustees shall decide. However, a written statement, signed by the chair or secretary of the Board or the chair of the committee originating the action, as the case may be, and setting forth the action taken along with an attestation that all members of the Board entitled to vote thereupon have returned their signed forms consenting to the action, which signature may be in written or electronic form, must be filed with the minutes of the proceedings of the board or the committee.
9. A majority of the membership of the Board shall constitute a quorum, and a majority of those trustees present at any meeting shall be required for any action of the Board except as otherwise provided herein or by law. The Board may adopt such rules for the conduct of its meetings as it deems proper, consistent with these Bylaws, the Charter of the College, and applicable public law.
10. No compensation shall be payable to trustees for their service as trustees. Reimbursement for expenses of attendance at meetings or conducting official business for the College shall be allowable.
11. The President of the Faculty, the President of the Alumni Association, and the President of the Student Government Association shall be invited to attend all regular meetings of the full Board of Trustees (except Executive Sessions), with the privileges of the floor but without the privilege of voting. The President of the Faculty shall be invited to attend meetings of the Academic Affairs Committee of the Board and such other Board committee meetings as may be determined by the chair of each such committee but without the privilege of voting. The President of the Alumni Board shall be invited to attend meetings of the Development and Public Affairs Committee of the Board and such other Board committee meetings as may be determined by the chair of each such committee but without the privilege of voting. The President of the Student Government Association shall be invited to attend meetings of the Committee on Student Life and Enrollment Management of the Board and such other Board committee meetings as may be determined by the chair of each such committee but without the privilege of voting.