Board of Trustees Bylaws

ARTICLE IV. MEETINGS OF THE BOARD

Section 4.1 Annual Meeting.
The Annual Meeting of the Board of Trustees shall be held in October, on the date and at the time fixed by the Chair in consultation with the President.

Section 4.2 Regular Meetings.
In addition to the Annual Meeting, there shall be meetings in February and May, on the dates and at the times fixed by the Chair in consultation with the President.

Section 4.3 Special Meetings.
A special meeting of the Board may be called at any time by the Chair, the President, a majority of the Executive Committee, or by any three Voting Trustees. Such calls shall be in writing signed by the person(s) calling the meeting and shall be recorded in the records of the Board. Notices of special meetings shall be sent via the most expeditious means. All notices of special meetings shall state the nature of the business to be considered, and no business other than that described in the notice shall be considered except by consent of the majority of all Voting Trustees then in office.

Section 4.4 Notice.
All notices of regular meetings shall be sent to each member of the Board, addressed to the last known address, at least one week before the date of the meeting.  

Section 4.5 Waiver of Notice
Whenever any notice whatsoever is required to be given under provisions of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such Notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where the person attends such meeting for the express purpose of objecting, at the commencement of such meeting, to the transaction of any business because the meeting was not lawfully called.

Section 4.6 Proxy.
No Trustee may vote on any matter by proxy or by any attorney-in-fact.  

Section 4.7 Meetings Without Presence in Person
Any or all Trustees may participate in a meeting of the Board of Trustees or a committee of the Board by any means of communication technology by which all persons participating in the meeting are able to communicate with one another, and such participation shall constitute presence in person at the meeting.

Section 4.8 Quorum and Voting.

Nine Voting Trustees shall constitute a quorum for the transaction of business. The affirmative vote of a majority of all Voting Trustees then in office shall be required to amend these Bylaws, to remove a Trustee, or to elect or remove a President. The affirmative vote of a majority of the Voting Trustees present at a meeting at which a quorum is present shall constitute action of the Board on all other matters, unless the vote of a greater number is required by law or by these Bylaws.

Section 4.9 Order and Nature of Business.
The agenda for Board meetings shall be determined by the Chair in consultation with the President.

Section 4.10 Executive Session.
The Board and each committee thereof may hold executive sessions as appropriate.

Section 4.11 Action by Written Consent.
Any action required or permitted to be taken by the Board under any provision of law or these Bylaws may be taken without a meeting if all Voting Trustees then in office shall individually or collectively consent in writing to such action. Such written consent(s) shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of the Voting Trustees. For the purpose of this Article 4.11, “written consents” shall include consents by members of the Board of Trustees in electronic form and delivered by electronic mail.

 


These Bylaws were last amended by action of the Board of Trustees on May 13, 2011.

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