Article 2: Board of Trustees

Section 1

There shall be a Board of Trustees made up as follows:

  1. Elected Trustees. The number of elected Trustees shall be between nine and twenty-four as determined by the Board of Trustees. The exact number shall be fixed by the Board by resolution adopted on recommendation of the Executive Committee at a meeting held pursuant to notice specifying the proposed action. The affirmative vote of two-thirds of the full Board of Trustees is required to decrease the number of elected Trustees. The Trustees shall be elected in accordance with the provisions of Sections 5, 6, and 7 of this Article II. Primary consideration shall be given to the maintenance on the Board of experienced leadership in relevant scientific disciplines and in management and administration.
  2. Trustee ex officio. The President, during his term of office, if he is not a Trustee by previous election, shall serve as a Trustee ex officio.
    The term “Trustee” or “Trustees” as used in these By laws shall be deemed to include those described in the foregoing subsections (1) and (2) unless the context otherwise requires.

Section 2

The Board of Trustees shall hold an annual meeting in October of each year. Regular meetings of the Board of Trustees shall be called at such times as the Board may determine by majority vote, and special meetings shall be held at any time the Board is summoned by the Chair, or in the Chair’s absence, by the Vice Chair, or in the absence of both, by senior Trustees, on the written request of three Trustees.

Section 3

Notice of the time and place of every meeting of the Board shall be mailed not less than five days nor more than ten days before the meeting to the usual address of every Trustee.

Section 4

The Board of Trustees shall have and exercise full power in the management and control of the activities and affairs of the corporation.

Section 5

The Trustees, other than the President serving ex officio, shall be classified with respect to the time for which they shall severally hold office by dividing them into three classes, each class to consist of one-third of the total number of elected Trustees. At each annual election the successors to the class of Trustees whose terms expire in that year shall be elected to hold office for the term of three years, so that the term of office for one class of Trustees shall expire in each year.

Section 6

At each annual meeting of the Trustees, the successors of those Trustees whose terms then end in accordance with Section 5 of this Article II shall be elected subject to Section I of this Article II by vote of a majority of the other Trustees then remaining in office.

Section 7

In case of a vacancy on the Board of Trustees for other cause than expiration of term, the same shall be filled for the unexpired term by a majority vote of the remaining Trustees at any regular or special meeting of the Board. A Trustee elected or appointed to fill a vacancy shall hold office until the next annual meeting at which the election of Trustees is in the regular order of business and until his or her successor is elected or appointed and qualified.

Section 8

A quorum for the transaction of the business of the Board of Trustees shall consist of a majority of the whole Board but less than a quorum shall have power to adjourn from time to time until a quorum is present.

Section 9

The Board of Trustees reserves unto itself exclusively the power to elect Trustees and officers of the corporation, to appoint Directors of the institutions it manages, and to determine tenure.

Section 10

Members of Committees of the Board of Trustees may participate in Committee meetings by means of a conference telephone or similar communications equipment. Participation by such means shall constitute presence in person at a meeting.

Section 11

A member of the Board of Trustees may, under special circumstances, participate in a meeting of the Board, subject to the approval of the Chair of the Board and the concurrence of the President, by means of a conference telephone or similar communications equipment. Participation by such means shall constitute presence in person at a meeting.