Governance
Bylaws
A. The members shall meet annually at a time and place to be determined by the Board of Trustees. The members shall be advised of the date of the Annual Meeting at least twelve months in advance.
B. The President shall send a formal notice of the Annual Meeting to all members at least two weeks in advance thereof. The formal notice of the meeting shall specify the items of business to be considered at the meeting and shall set forth the text of any resolutions pertaining thereto proposed by the Board of Trustees, an Assembly, or a member. To be included in the formal notice of the meeting, a resolution proposed by an Assembly or a member must be submitted in writing to the Secretary of the Corporation at least eight weeks before the meeting.
C. One hundred members entitled to vote shall constitute a quorum for any regular meeting of the members. Ten percent of the members entitled to vote shall constitute a quorum for any special meeting of the members. If the absence of a quorum prevents a special meeting of the members of the College Board, or of a Regional or National Assembly from acting on an item of business, the Board of Trustees may submit the matter for the vote of the members by mail ballot.
D. A resolution pertaining to an item of business, the text of which has been set forth in the formal notice of the meeting in accordance with Paragraph B. of this Article:
- May not be amended at the meeting unless the amendment is approved by a two-thirds vote;
- May be approved by a majority vote of the meeting unless the Bylaws otherwise provide, except that any action of the meeting, approving or rejecting such a resolution shall be submitted for mail ballot if:
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- a motion for such mail ballot is approved by a two-thirds vote of the meeting; or
- the Board of Trustees, within two weeks of the adjournment of the meeting, determines by a majority vote of the full Board of Trustees that the issue is of such importance that the will of the members should be ascertained by a mail ballot.
E. A resolution pertaining to an item of business, the text of which has not been set forth in the formal notice of the meeting in accordance with Paragraph B of this Article, may be introduced at the meeting by a member and, if so directed by a two-thirds vote of the meeting, submitted to a vote of the members by mail ballot.
F. Elections
- When the Trustee Committee on Nominations nominates only one individual for each Trustee or officer vacancy, and when or insofar as no nominations have been made for a Trustee or officer vacancy in addition to those proposed by the Trustee Committee, the nominees proposed by the Committee shall be elected by a majority vote of the meeting.
- Whenever there are multiple nominations for the same Trustee or officer vacancy, whether as a result of the proposals of the Trustee Committee on Nominations or of nominations by petition or nominations made at the Annual Meeting, in accordance with Article VI of these Bylaws, the multiple nominations so made shall be submitted to a vote of the members by mail ballot and the nominee receiving the largest number of votes, whether or not such votes constitute a majority of the votes cast for all nominees, shall be elected.
