ARTICLE VI
MEETINGS
Of The BOARD OF DIRECTORS And The EXECUTIVE COUNCIL
Section 6.1 Regular
Meetings of the Board of Directors.
At least three regular meetings of the Board of Directors must be had each
term. The time and date of meetings for
an upcoming term must be scheduled by the last SBA meeting of the current term.
Section 6.2 Special Meetings.
(a)
Special Meetings of the Board of Directors. Special
meetings of the Board of Directors shall be called by the President in like
manner and on notice upon the written request of three Directors.
(b) Special
Meetings of the Executive Council.
Special meetings of the Executive Council may be called by the President on one
day’s notice to each Officer of the date, time, and place of such special
meeting.
Section 6.3 Notice of Board and Executive Council
Meetings.
Except
as otherwise provided by these Bylaws, any required notice of the date, time,
and place of a meeting of the Board of Directors or the Executive Council shall
be given by the Secretary to each member of the Board or each Officer, as the
case may be, by either of the following methods:
(a)
by mailing,
postage prepaid, a written notice of the meeting to such address as each
Director or Officer may from time to time designate or, in the absence of any
such designation, to the last known address of the Director, at least five (5)
days prior to the date set for such meeting; or
(b) by delivering a written notice of the meeting to the
Director or Officer at least twenty-four (24) hours in advance of such meeting,
personally or by facsimile transmission or by other means of electronic
transmission to the Director’s or Officer’s last known office or home.
Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors or the Executive Council need be specified in the notice of such
meeting, except as provided in Article XVI relating to amendments to these
Bylaws.
Section 6.4 Waiver of Notice. The
attendance of a Director at a meeting of the Board of Directors, and the
attendance of an Officer at a meeting of the Executive Council, shall
constitute a waiver of notice of such meeting.
Section 6.5 Action
by Written Consent. Action
required or permitted to be taken under authorization voted at a meeting of the
Board of Directors, the Executive Council, or a Committee, may be taken without
a meeting if, before or after the action, all members of the Board, Executive
Council, or Committee (as the case may be) then consent to the action in
writing. In writing may include by electronic means. The written consents shall be filed with the
minutes of the proceedings of the Board, Executive Council, or Committee. The
consent has the same effect as a vote of the Board, Executive Council, or
Committee for all purposes.
Section 6.6 Meeting
by Electronic Equipment. The
members of the Board of Directors, the Executive Council, or any Committee may
participate in a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear or see each other, and participation in a meeting pursuant to
this section shall constitute presence in person at such meeting.
Section 6.7 Quorum.
(a)
Board Meetings.
At all meetings of the Board
of Directors, a majority of the Directors (including the President) then in
office shall constitute a quorum for the transaction of business. If a quorum
shall not be present at any meeting of the Board of Directors, the Directors present
at the meeting may
(1) adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present,
(2) sit as a committee to make non-binding recommendations
to the full Board; and
(3) observe and record the attendance of Directors, take
notice of resignations or forfeitures of office, and calculate the number of
Directors currently elected and serving, and the number necessary to constitute
a majority thereof.
(b) Executive
Council Meetings. At all meetings of the Executive Council, a majority
of the Officers then in office shall constitute a quorum for the transaction of
business. If a quorum shall not be present at any meeting of the Executive
Council, the Officers present at the meeting may
(1) adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present,
(2) sit as a committee to make non-binding recommendations
to the full Executive Council, and
(3) observe and record the attendance of Officers, take
notice of resignations or forfeitures of office, and calculate the number of
Officers currently elected and serving, and the number necessary to constitute
a majority thereof.
Section 6.8 Procedure. The current
edition of Robert’s Rules of Order shall
be the parliamentary authority governing all maters of procedure for which
theses Bylaws and other rules adopted by the Board of Directors do not
otherwise provide, except where otherwise noted below.
(a)
Debate or
speaking on a motion will be limited to 2 minutes. This can be modified ahead of time by the
president.
Section 6.9 Presiding
Officer. The President shall preside over all meetings
of the Board of Directors and the Executive Council, except that the Vice
President may preside over (1) a meeting of the Board of Directors or Executive
Council in the absence of the President, (2) all or part of any meeting at the
request of the President, or (3) at the request of the Board of Directors (or,
in the case of a meeting of the Executive Council, the Officers), that portion
of any meeting involving proceedings directly relating to the President’s
continuation in office.
Section 6.10 Voting. Except as
otherwise provided in these Bylaws, each director shall have one vote on all
matters presented to the Board of Directors.
The President (or the presiding officer, unless the officer is presiding
at the request of the President in the presence of the President) may only vote
to break ties.
(a)
Board Meetings.
Except as otherwise provided
in these Bylaws, each member of the Board of Directors shall have one vote on
all matters presented to the Board of Directors. The President may only vote whenever his/her
vote will affect the result. The
Vice-President, when presiding as chair due to the absence of the President or
at the request of the Board of Directors, may only vote to eliminate a
“Tie-Breaker.”
(b) Executive
Council Meetings. Each Officer shall have one vote on all matters
presented to the Executive Council for action.
Section 6.11 Open Meetings. All meetings
of the Board of Directors and Executive Council Meetings shall be open to all
Members, as well as members of the administration or faculty. The Board or Executive Council may designate
closed sessions for the purpose of discussing matters that are likely to have a
direct and harmful effect upon the privacy, status or reputation of specified
individuals. No official action may be
taken by the Board in closed sessions, such sessions being only for the purpose
of discussing such matters as are delineated above. Non-Board members in attendance at Board
meetings shall generally be permitted and encouraged to participate in orderly
debate of agenda items, but such participation may be restricted by the
presiding officer for the fair and efficient conduct of business.