Amended Bylaws of Drake University
ARTICLE II
MEMBERSHIP OF THE BOARD OF TRUSTEES
Section 1 – The Board shall consist of no fewer than twenty-one (2l), nor more than thirty-nine (39) persons appointed as Trustees, excluding ex officio members.
Section 2 – New Trustees shall be elected by majority vote of the Trustees then in office at each annual meeting of the Board.
Section 3 – Trustees, unless ex officio, shall have three-year terms and serve until their successors are elected and qualified. They may succeed themselves in office.
Section 4 – The following shall serve as Trustees ex officio with voting power: President of the University, President of the Drake National Alumni Association and Chair of the Drake National Alumni Association.
Section 5 – Any elected member of the Board may be removed from office for cause, at any meeting of the Board by a two-thirds vote of the Trustees then in office.
Section 6 – Any vacancy on the Board may be filled by the remaining Trustees, through a special election at any regular or special meeting of the Board of Trustees. The Trustee elected will fill the unexpired term and begin serving immediately.
Section 7 – A Trustee who has served the University with distinction may, upon recommendation of the Committee on Board Affairs, be elected by a majority of the Board as a Trustee Emeritus. Trustees Emeriti shall be entitled to receive notices of all meetings of the Board, to attend and speak at all such meetings, to receive minutes of all meetings of the Board and Executive Committee, and to serve on any Standing Committees (“Committees”) except the Executive Committee. They shall have the power to vote in meetings of any Committee to which they are appointed but shall not have voting power in meetings of the Board. A Trustee Emeritus shall not be counted as a member of the Board for any purpose.
Section 8 – Any individual who is currently designated “Life Trustee” shall continue to serve in that position until the individual resigns or dies. Life Trustees shall be entitled to receive notices of all meetings of the Board, to attend and speak at all meetings, to receive minutes of all meetings of the Board and Executive Committee, and to serve on any Committees except the Executive Committee. They shall have the power to vote in any meetings of any Committee to which they are appointed, but shall not have the power to vote in any meetings of the Board. A Life Trustee shall not be counted as a member of the Board for any purpose.
Section 9 – Except the President of the University, no person receiving a salary from Drake University shall be eligible for membership on the Board, provided this requirement may be waived by the Board in the best interests of the University.
Section 10 – A member of the Board who does not attend, in person, at least two meetings in a term year is considered to have resigned unless reinstated by the Board. Absence due to adverse weather or illness of a member or his/her immediate family, as determined by the Committee on Board Affairs, shall not count against this attendance requirement. Attendance by telephone does not meet this attendance requirement, but does count for purposes of establishing a quorum under Article V, Section 4.
Section 11 – Terms of office of Trustees shall continue with the adoption of these amended Bylaws and in subsequent years shall commence on June 1 to coincide with the beginning of the University's fiscal year.