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ARTICLE III
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OFFICERS |
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3.01
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ELECTION AND TERM OF OFFICE
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The
Board of Trustees shall elect at the annual meeting or, in default of
election at such meeting, then at any adjournment thereof, a Chair of
the Board, a President, one (1) or more Vice Presidents, a Secretary and
a Treasurer. The Board of Trustees may elect at any meeting a Vice Chair,
a Provost, an Assistant Secretary, an Assistant Treasurer and such other
officers of the Corporation as the Board may deem necessary or advisable.
These officers shall serve until the next annual meeting and until their
successors are elected and have qualified. The Board shall have the power
at any time to create additional offices and to elect additional officers
and to set the compensation, if any, of such elected officers. Any vacancy
in any of the said offices resulting from any cause whatsoever may be
filled for the unexpired portion of the term by the Board at any meeting
of the Board. |
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3.02
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CHAIR OF THE BOARD |
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The
Chair of the Board shall be the chief policy officer of the Corporation
and shall enunciate and interpret the polices determined by the Board.
He or she shall appoint the members of all committees of the Corporation
created pursuant to Section 2.07 of these Bylaws. He or she shall preside
at all meetings of the Board at which he or she shall be present. He or
she shall be given notice of and shall have the right to attend and vote
at all committee meetings, but unless he or she has been designated as
a regular member of a committee he or she shall be under no obligation
to attend its meetings and shall not be counted to determine the number
necessary to make a quorum or to determine whether or not a quorum is
present.
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3.03
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VICE CHAIR OF THE BOARD
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In
the absence or inability to act of the Chair of the Board, a Vice Chair
of the Board of Trustees may exercise any of the powers and shall perform
the duties of the Chair. He or she shall also have such other powers and
perform such other duties, not inconsistent with these Bylaws, as may
be assigned to him or her from time to time by the Board of Trustees or
the Chair. |
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3.04
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PRESIDENT |
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The
President shall be the chief executive officer of the Corporation and
shall have general charge of the business and affairs of the Corporation.
The President shall be given notice of and shall have the right to attend
all Board meetings. He or she shall preside at all meetings of the Board
in the absence of the Chair and the Vice Chair. At the regular meeting
preceding the beginning of each fiscal year, he or she shall present the
budget for the following fiscal year. The President shall have authority
to sign for the Corporation all deeds and other agreements and formal
instruments. The President shall have the authority (i) to employ and
discharge employees and agents of the Corporation, except such as may
be appointed by the Board, and (ii) to prescribe the powers and duties
incident to such positions, and may delegate such authority. He or she
shall be given notice of and shall have the right to attend and vote at
all Committee meetings, but unless he or she has been designated as a
regular member of a Committee, he or she shall be under no obligation
to attend and shall not be counted to determine the number necessary to
make a quorum or to determine whether or not a quorum is present.
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3.05
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VICE
PRESIDENTS |
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Each
Vice President shall exercise such powers and perform such duties, not
inconsistent with these Bylaws, as the Board of Trustees or the President
may prescribe from time to time. In the absence or inability to act of
the President, the Board shall designate the Vice President or Vice Presidents
who shall exercise any powers and perform any duties have not been already
delegated by the President. |
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3.06
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VICE
PRESIDENT FOR BUSINESS AFFAIRS |
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In
addition to such powers and duties, not inconsistent with these Bylaws,
as the Board of Trustees or the President may prescribe from time to time,
the Vice President for Business Affairs shall have charge of the maintenance
and care of all the properties of the corporation and all papers and documents
relating to such properties. He or she shall be responsible for the accounting
and other business affairs of the Corporation. |
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3.07
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SECRETARY |
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The
Secretary shall be the custodian of the seal of the Corporation. He or
she shall affix such seal to all instruments when directed to do so by
the Board of Trustees. He or she shall attend all meetings of the Board
and keep a permanent record of the minutes and proceedings of such meetings
and shall see that all notices are duly given in accordance with these
Bylaws. In addition, he or she shall have such other powers and perform
such other duties, not inconsistent with these Bylaws, as may be assigned
to him or her from time to time by the Board of Trustees. |
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3.08
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TREASURER |
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Under
the direction of the Investment Committee, the Treasurer shall be responsible
for the management of all the investments of the Corporation. He or she
shall report on the investment portfolio and the financial status of the
Corporation to the Board of Trustees at each regular meeting thereof.
In addition, he or she shall have all such powers and duties as may be
assigned to him or her by the President or by the Board of Trustees. |
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3.09
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PROVOST |
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The
Provost shall be the chief academic officer of the Corporation and shall
exercise general supervisory powers over the academic affairs of the Corporation
and over its academic officers, subject, however, to the control of the
President and the Board of Trustees. He or she shall be given notice of
and shall have the right to attend all Board meetings. He or she shall
have such other powers and perform such other duties, not inconsistent
with these Bylaws, as may be assigned to him or her from time to time
by the Board of Trustees or the President. |
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3.10
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ASSISTANT SECRETARY
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In
the absence or inability of the Secretary to act, the Assistant Secretary
may exercise any of the powers and shall perform the duties of the Secretary.
He or she shall also have such other powers and perform such duties not
inconsistent with these Bylaws, as may be assigned to him or her from
time to time by the Board of Trustees or the Secretary. |
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3.11
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ASSISTANT TREASURER
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In
the absence or inability of the Treasurer to act, the Assistant Treasurer
may exercise any of the powers and shall perform the duties of the Treasurer.
He or she shall also have such other powers and perform such duties, not
inconsistent with these Bylaws, as may be assigned to him or her from
time to time by the Board of Trustees or the Treasurer. |
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3.12
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REMOVAL OR DELEGATION
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All
officers 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 Board meeting shall set forth the proposed
action. In case of the absence of any officer, or for any other reason
that may seem sufficient to the Board of Trustees, the Board may. without
removal, delegate the powers and duties of such office to any other officer
for such period as may be deemed proper. |
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3.13
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RESIGNATION
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Any
officer may resign at any time by giving written notice to the President
or Secretary. |
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