Fordham University            The Jesuit University of New York
 


FORDHAM UNIVERSITY STATUTES  [ BACK TO HOME ]
 

ARTICLE TWO


BY-LAWS OF THE BOARD OF TRUSTEES
 
Chapter 1:
Name, Location, Purpose
Chapter 2:
Membership
Chapter 3:
Officers
Chapter 4:
Powers
Chapter 5:
Meetings and Procedures
Chapter 6:
Executive Committee
           
Chapter 7:
Special and Other Committees
Chapter 8:
Officers of the University
Chapter 9:
Fiscal Year
Chapter 10:
Seal of the University
Chapter 11:
Indemnification
Chapter 12:
Amendments
 
 
 
CHAPTER FIVE

MEETINGS AND PROCEDURES

§2-05.01 - Annual Meeting
§2-05.02 - Meetings    
§2-05.03 - Special Meetings
§2-05.04 – Quorum
§2-05.05 – Voting by Proxy
§2-05.06 – Action by Unanimous Consent

§2-05.01 - Annual Meeting

The annual meeting of the Board shall be held on or about May 1st of each year or on such other date as may be determined by the Chairperson of the Board for the purpose of electing Trustees, electing officers, receiving reports and transacting such other business as may be brought before the meeting.

§2-05.02 - Meetings

There shall be at least four (4) regular meetings of the Board in each year, including the annual meeting.   Every meeting of the Board shall be held upon notice given by the Secretary of the place, date and time thereof by first class mail, facsimile telecommunications or by electronic mail not less than  ten (10) nor more than fifty (50) days before the meeting to the  address provided by the Trustee to the Secretary.  The Board may meet on its own adjournment or when required by these By-laws, and at such time as it may be summoned by the Chairperson, Vice Chairperson, or, in the absence of either, by senior Trustees, on the written request of at least three (3) Trustees.

Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or Committee by means of a conference telephone, videoconference, Skype, or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

§2-05.03 - Special Meetings

Special meetings of the Board may be called at any time by the Chairperson on his/her own initiative and upon notice given by the Secretary of the place, date, and time thereof by first class mail, facsimile telecommunications, or by electronic mail not less than ten (10) days nor more than fifty (50) days before the meeting to the address provided by the Trustee to the Secretary.  Such written notice shall state the purpose or purposes of the special meeting, and the business transacted at any such meeting shall be limited to the purpose or purposes stated in such notice, provided that if the entire Board is present, any matters which may properly come before a meeting of the Board may be considered at such meeting.

§2-05.04 - Quorum

A simple majority of the Board shall constitute a quorum for the transaction of business at all meetings of the Board.    If less than a quorum shall be present, the meeting may be adjourned from time to time by a majority vote of the Trustees present, without any notice other than by announcement at the meeting, until a quorum shall be present.  At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted if the meeting had been held as originally called.  The act of a majority of the Trustees present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by law or by the charter or by these By-laws.

 
§2-05.05 – Voting by Proxy
A Trustee may execute a writing authorizing another person or persons to act for him or her as proxy.  The Trustee must sign such writing or cause his or her signature to be affixed to such writing by any reasonable means including by facsimile signature.
 
§2-05.06 – Action by Unanimous Written Consent
Whenever Trustees are required or permitted to take action by vote, such action may be taken without a meeting by obtaining unanimous written consent of the Trustees.  Such consent may be written, and signed by any reasonable means including by facsimile signature, or electronic.

 

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