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ARTICLE II
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COMMITTEES
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2.01
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EXECUTIVE COMMITTEE |
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The
Board of Trustees, by resolution adopted by a majority of the entire authorized
number of members of the Board, shall establish an Executive Committee
consisting of the Chair of the Board of Trustees, who shall be Chair of
the Committee, and six (6) Trustees or such other number as shall be specified
in such resolution. The Executive Committee shall be established by the
Board at the annual meeting thereof, or at any adjournment thereof, and
its members shall hold office for one (1) year and until their successors
have been duly elected. Vacancies in the Executive Committee occurring
from time to time may be filled by the Board at any meeting thereof by
vote of a majority of the entire authorized number of members of the Board.
The Executive Committee shall have and may exercise all the powers of
the Board (except the power to fill vacancies on the Board or on any committee,
to amend or repeal these Bylaws, and to remove any Trustee or officer
from office) when the Board is not in session. The Executive Committee
shall establish its own rules and procedures, and its meetings shall be
held at such times and places as it may determine. A majority of the members
of the Executive Committee then in office shall constitute a quorum for
the transaction of business. |
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2.02
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INVESTMENT COMMITTEE |
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The
Board of Trustees, by resolution adopted by a majority of the entire authorized
number of members of the Board, shall establish an Investment Committee
consisting of five (5) members, at least three (3) of whom shall be members
of the Board, or such other number of members as shall be specified in
such resolution, provided that a majority of the members of the Committee
shall be members of the Board. The Investment Committee shall be established
at the annual meeting of the Board, or at any adjournment thereof, and
its members shall hold office for one (1) year and until their successors
have been duly elected. Vacancies in the Investment Committee occurring
from time to time may be filled by the Board at any meeting thereof by
vote of a majority of the authorized entire number of members of the Board.
The Investment Committee shall advise the Board with regard to the investment
policies of the Corporation and shall periodically review the investments
of the Corporation and report to the Board with regard to their performance.
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2.03
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COMMITTEE ON TRUSTEES |
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The
Board of Trustees, by resolution adopted by a majority of the entire authorized
number of members of the Board, shall establish a Committee on Trustees
consisting of four (4) Trustees or such other number as shall be specified
in such resolution. The Committee on Trustees shall be established at
the annual meeting of the Board, or at any adjournment thereof, and its
members shall hold office for one (1) year and until their successors
are duly elected. No Trustee who is in the last year of his or her term
shall be eligible for membership on such Committee. Vacancies in the Committee
on Trustees occurring from time to time may be filled by the Board, at
any meeting thereof by vote of a majority of the authorized entire number
of members of the Board.. The Committee on Trustees shall identify candidates
for election as (i) members of the Board of Trustees, (ii) Trustee members
of committees of the Corporation, and (iii) officers of the Corporation.
The Committee on Trustees shall also (i) review and assess the composition
of the Board and the need for new Board members, (ii) plan and participation
in the orientation of new members of the Board, (iii) periodically evaluate
the performance of the Board and its members, and (iv) perform such other
duties as the Board shall determine.
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2.04
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AUDIT AND FINANCE COMMITTEE |
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The
Board of Trustees, by resolution adopted by a majority of the entire authorized
number of members of the Board, shall establish an Audit and Finance Committee
consisting of three (3) Trustees or such other number as shall be specified
in such resolution. The Audit and Finance Committee shall be established
by the Board at the annual meeting thereof, or at any adjournment thereof,
and its members shall hold office for one (1) year and until their successors
have been duty elected. Vacancies in the Audit and Finance Committee occurring
from time to time may be filled by the Board at any meeting thereof by
vote of a majority of the entire authorized number of members of the Board.
The Audit and Finance Committee shall (i) oversee the Corporation's audit
function and procedures and accounting controls, (ii) review the Corporation's
operating and capital budgets, and (iii) perform such other duties relating
to the Corporation's finances as the Board shall determine.
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2.05
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COMMITTEE
ON ACADEMIC AFFAIRS |
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The
Board of Trustees, by resolution adopted by a majority of the entire authorized
number of members of the Board, shall establish a Committee on Academic
Affairs consisting of five (5) Trustees or such other number as shall
be specified in such resolution. The Committee on Academic Affairs shall
be established by the Board at the annual meeting thereof, or at any adjournment
thereof, and its members shall hold office for one (1) year and until
their successors have been duly elected. Vacancies in the Committee on
Academic Affairs occurring from time to time may be filled by the Board
at any meeting thereof by vote of a majority of the entire authorized
number of members of the Board. The Committee on Academic Affairs shall
review and report to the Board with regard to the academic affairs of
the Corporation and shall perform such other duties relating to the academic
affairs of the Corporation as the Board shall determine. |
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2.06
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DEVELOPMENT
COMMITTEE |
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The
Board of Trustees, by resolution adopted by a majority of the entire authorized
number of members of the Board, shall establish a Development Committee
consisting of five (5) members, at least three (3) of whom shall be members
the Board, or such other number of members as shall be specified in such
resolution, provided that a majority of the members of the Committee shall
be members of the Board. The Development Committee shall be established
by the Board at the annual meeting thereof, or at any adjournment thereof,
and its members shall hold office for one (1) year and until their successors
have been duly elected. Vacancies in the Development Committee occurring
from time to time may be filled by the Board at any meeting thereof by
vote of a majority of the entire authorized number of members of the Board.
The Development Committee shall review and report to the Board with regard
to the fund-raising program of the Corporation and shall perform such
other duties relating to the Corporation's fund-raising program as the
Board shall determine. |
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2.07
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OTHER COMMITTEES |
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The
Board of Trustees may create from time to time such other committees as
it may deem desirable. Each of such committees shall exercise such powers
and perform such duties as may be prescribed by the Board. The members
of such committees shall be appointed by the Chair of the Board of Trustees
with the approval of the Board and need not be members of the Board of
Trustees, provided that a majority of the members of each such committee
shall be members of the Board. |
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2.08
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REMOVAL OR DELEGATION |
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All
committee members elected by the Board of Trustees shall be subject to
removal at any time, with or without cause, by the Board at any meeting
thereof, provided that the notice of such meeting shall set forth the
proposed action. In the case of the absence of any committee member, or
for any other reason that may seem sufficient to the Board, the Board
may, without removal, delegate the powers and duties of such committee
member to any other Trustee for such period as may be deemed proper. |
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