Article III Officers of the Board

Section 3.1 Officers of the Board.

The officers of the Board shall be a Chair, a Vice Chair and a Secretary. The Board may appoint such other officers as it deems advisable.

Section 3.2 Election and Term of Office. 

The officers of the Board shall be elected at the Annual Meeting for a term of one year, shall be eligible for re-election, and shall serve until their successors are elected. Officers of the Board must be Voting Trustees on or before their one-year term in office becomes effective. The election of officers of the Board shall be made by a majority affirmative vote of all Voting Trustees then in office. Officers serve at the pleasure of the Board. The term of an officer may be terminated by the Board at any duly constituted meeting upon a majority affirmative vote of all Voting Trustees then in office. A vacancy occurring in any office of the Board may be filled for the unexpired portion of the term of the office in the same manner as described for Non-Public Members under Section 2.2.12 of these Bylaws.

Section 3.3 Chair. 

The Chair of the Board shall perform such duties as devolve by law and as are usual to that office. The Chair of the Board shall also be Chair of the Executive Committee and an ex-officio member of all committees. The Chair shall preside at all meetings of the Board and, in the event of a tie vote, the Chair shall cast the deciding vote. The Chair may vote all shares of the capital stock of corporations owned or held by the University, at all meetings of the stockholders thereof, and may delegate such authority to another by proxy in writing.

Section 3.4 Vice Chair.

The Vice Chair of the Board shall serve on the Executive Committee and, in the absence of the Chair, preside at all meetings of the Board and perform the duties of the Chair in the event of the Chair’s death, resignation, or inability to serve, until the Board elects a new Chair.

Section 3.5 Secretary. 

The Secretary of the Board shall issue notices of meetings to all Board members and shall record all of the proceedings of the Board. As soon as possible after the record of each Board meeting has been perfected, the Secretary shall transmit by mail to each Trustee a copy of the record of such meeting. The Secretary shall ensure that all bonds required of officers and employees are filed in the principal office at the University. The Secretary shall have custody of the corporate seal of the University. The Secretary may delegate actual recording of proceedings, issuance of notices, and custody of the corporate seal to appropriate staff of the University. The Secretary shall serve on the Executive Committee.