The annual meeting of the members of the Corporation shall be held on the first Friday of October. Other stated meetings of the members of the Corporation shall be held on the first Friday of December; on the first Friday of March; and on the day of graduation at the end of the academic year or, if the Chair of the Corporation shall so determine, on the day prior thereto. The Chair of the Corporation may advance or postpone the date of any stated meeting of the Corporation to a date not more than two weeks before or after the stated date. The Chair of the Corporation, at any time, may call special meetings of the Corporation. A special meeting shall be called by the Secretary of the Corporation upon the written request of three members of the Corporation.
Anything to be done at any meeting may be done at any continuation of the meeting after adjournment thereof. There shall be no requirement for further notice of the meeting provided that the date, time and place of the continuation are announced at the meeting before adjournment.
Written notices of all stated meetings, including those whose date is altered by the Chair of the Corporation as above provided, shall be sent to each member's usual address at least ten days prior to the stated date or the altered date of the meeting, whichever is earlier. Written notices of special meetings shall be sent at least three days prior to such meetings. The validity of a meeting shall not be affected by any irregularity in any notice, or by the failure to give notice of the meeting, to any emeritus life member, member on leave of absence, member who has actual notice of or attends the meeting (unless such member objects to the holding of the meeting or the transacting of business at the beginning of the meeting), or member who expressly waives notice in writing signed by such member at, before or after the meeting.
Twenty-five members, either life members or other members in any proportion--except ex officio members, emeritus life members, and members on leave of absence--shall constitute a quorum for the transaction of business by the Corporation, and the members may act by a majority vote of the voting members present at a meeting at which there is a quorum or by the unanimous written consent of all of the voting members then serving, except as may otherwise be required by these Bylaws or by law.
At stated meetings of the members of the Corporation, members shall receive such reports of the Chair, the President, the Executive Vice President and Treasurer, and the Secretary of the Corporation, and the Executive Committee, as the Corporation determines. They shall also receive the reports of standing committees, of the investment management company established under these Bylaws, and of ad hoc and special committees as they become available. The members of the Corporation shall take such action on the reports as they deem fit. They shall also transact such other business as may be specified in these Bylaws, and take any other action consistent with these Bylaws and law which they deem in the interest of the Corporation.
At the sole discretion of the Chair of the Corporation, members of the Corporation, and at the sole discretion of the Chair of any of its committees, the members of any committee, may attend and participate in any meeting, be included in a quorum of such meeting, and may vote at the meeting in person or by telephonic or other remote means, provided that each member in attendance at the meeting, whether in person or through remote means, has a reasonable opportunity to participate in the meeting and to vote on matters, including the opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings. The Secretary of the Corporation or the Chair or Secretary of any committee shall establish reasonable means to verify the members who are participating in a meeting by remote means. At the sole discretion of the Governance and Nominations Committee, members may attend any meeting of the members of the Corporation, be included in a quorum of such meeting, and may vote by written proxy dated not more than six months before the named meeting, on a form deemed satisfactory by the Secretary and to be returned to the Secretary at or before the meeting, in lieu of attendance at the meeting in person or by remote means.
When the Chair of the Corporation is not in attendance at an Executive Committee meeting, the President shall chair the meeting and if the President also is not in attendance, the other members of the Executive Committee shall elect a chair for that meeting only. If the absence of the Chair and the President is anticipated to continue for two or more consecutive meetings, the Governance and Nominations Committee shall recommend to the Corporation for approval an interim Chair in accordance with Section 8.4 to serve until either the Chair of the Corporation or the President again is able to attend Executive Committee meetings. When the Chair of any other committee of the Corporation is not in attendance at a meeting, the other members shall elect a Chair for that meeting only. If the absence of the Chair of the committee is anticipated to continue for two or more consecutive meetings, the members of the committee shall notify the Governance and Nominations Committee and the Governance and Nominations Committee shall select a person from among the affected committee members to chair the committee’s meetings until the Chair again is able to attend committee meetings.
Each committee of the Corporation may act by a majority vote of the voting members of the committee who are present at a meeting at which there is a quorum or by the unanimous written consent of all members then serving on the committee, except as may otherwise be specifically required by these Bylaws or by law.
Any elections undertaken by members of the Corporation shall be by written or electronic ballot.