ARTICLE V

BOARD OF REGENTS

Section 5.01    General Powers and Duties. Subject to the provisions and limitations of the Act and any applicable laws, and subject to the limitations, if any, created by the Articles of Incorporation or these Bylaws, the property, business and affairs of The College shall be managed by its Board of Regents, which shall exercise all powers of the Corporation except for any such powers that have been delegated to officers, agents or other individuals or entities.

In furtherance and not in limitation of the foregoing, the Board of Regents shall have the authority to determine initiation fees, annual dues and assessments, subject to the approval of two-thirds of the voting members present in person or by proxy at the Annual Business Meeting of the membership; waive all or part of a member’s financial obligation to The College because of extenuating circumstances; develop rules and regulations regarding the selection of candidates for membership subject to these Bylaws; exercise final authority in the selection of individuals for membership in the various classes of membership in The College; supervise the activities of the standing and ad hoc committees of The College; and transact all business of the Corporation.

Any powers delegated to officers, agents or other individuals or entities may be revoked at any time in the sole discretion of the Board, subject to applicable law that governs such delegations.

Section 5.02    Composition of Board.  The Board of Regents shall be composed of the President who shall be the chairperson; the three immediate Past Presidents; President-Elect; First Vice President; Second Vice President; Secretary-General; Treasurer; and six Fellows elected at-large as nominated by the Committee on Nominations in accordance with Section 7.02(a), below, at such time as the officers of The College are elected.  Except as otherwise provided in these Bylaws, all members constituting the Board of Regents shall have voice and vote on all matters coming before it.

Section 5.03    Compensation and Reimbursement of Expenses.  No individual shall receive any compensation for his or her services as a member of the Board.  Reasonable expenses incurred by members of the Board in carrying out their duties and responsibilities may be reimbursed, if incurred pursuant to the written policies of The College.  Nothing herein contained shall preclude a member of the Board of Regents from serving The College in a capacity other than as a member of the Board or a committee, or as an officer, and receiving compensation for such services.

Section 5.04    Removal of Members of the Board of Regents.  Except as to subsections (ii), (iii), or (iv), below, where removal shall be automatic upon the happening of the event specified, and subject to applicable law, any member of the Board of Regents shall be removed from office by the membership entitled to vote upon a two-thirds vote of the members entitled to vote in person or by proxy at a meeting, the grounds for which are set forth below:

1. In the opinion of the membership, he or she has failed to properly perform the duties of the office, without prejudice to contract rights, if any, of the member or The College;
2. The individual has pled guilty or nolo contendere to or has been convicted of a felony or misdemeanor punishable by incarceration for more than six (6) months and where the time for appeal has expired;
3. The failure to attend at least seventy-five (75%) percent of the Board of Regents meetings held in a calendar year, unless otherwise excused (1) by the Board or (2) in advance by the Chair of the Board, in writing and recorded in the minutes of the meeting(s) for which attendance is excused;
4. Membership in The College has been suspended or terminated; or
5. Any other reason authorized by law.

Section 5.05    Term.  Members of the Board of Regents who are officers of The College as provided in these Bylaws shall serve such term on the Board concurrent with the office he or she holds.  The six Fellows elected to the Board shall each serve staggered three year terms.

Section 5.06   Vacancies.

1. Events Causing Vacancy.  A vacancy on the Board of Regents shall exist on the occurrence of the following: (i) the death, removal, discharge, or resignation of any member of the Board; or (ii) the declaration by resolution of the Board of Regents of a vacancy in the office of a Regent who has been declared of unsound mind by an order of the court.
2. Resignation.  A Regent may resign effective upon giving written notice to the President or Secretary-General of The College, unless such notice specified a later time for the resignation to become effective, provided, however, that if The College would be left without a duly elected Regent in charge of its affairs, such notice must be given to the District of Columbia Department of Consumer and Regulatory Affairs.
3. Filling Vacancies.  Each vacancy on the Board of Regents shall be filled by the Board to the now vacant position at the next meeting of the Board held after the event causing the vacancy or notice of resignation, subject to the approval of the members entitled to vote in person or by proxy at the next annual meeting of the membership.

Section 5.07    Place of Meetings and Meetings by Telephone.  Meetings of the Board of Regents shall be held at the principal office of The College or at such other place as may be designated by the Board.  Any meeting of the Board of Regents may be held by conference telephone or similar communication equipment, so long as all members of the Board participating in the meeting can hear one another.  In such event, all members of the Board so participating shall be deemed to be present at such meeting.

Section 5.08   Regular and Special Meetings.

1. Regular Meetings.  Regular meetings of the Board of Regents shall be held at least twice each year, approximately every six months, at a time and place determined by the President.
2. Manner of Giving, Time and Contents for Notice of Regular Meetings.
   1. Manner of Giving Notice.  Notice of the time and place of the annual or a regular meeting of the Board shall be given as provided in subsection (b)(ii), below.
   2. Time Requirements for Notice of Regular Meetings.  Notice of each regular meeting as provided herein, shall be given at least thirty (30) and no more than ninety (90) calendar days prior to such regular meeting, regardless of the manner of giving notice.  The Secretary-General shall be responsible for sending notices of regular meetings.
   3. Contents of Notice of Regular Meetings.   Any notice of a regular meeting of the Board of Regents, in addition to the purposes of such meeting as provided in these Bylaws, shall specify the reason(s) for the meeting, but such meeting shall not be limited to the reason(s) set forth in the notice.  Without limiting the foregoing, any member of the Board may introduce a motion of new business at any regular meeting by providing the Secretary-General with a copy of the motion sufficiently in advance for inclusion on the agenda for the next regular meeting.
3. Special Meetings.
   1. Authority to Call.  Special meetings of the Board of Regents may be called at any time by the President or by any six members of the Board, two of whom shall be officers.
   2. Manner of Giving Notice.  Notice of the time and place of a special meeting shall be given to each member of the Board of Regents by one of the following methods:
      
      1. by personal delivery of written notice;
      2. by first class mail, postage prepaid;
      3. by telephone, either directly to the member or to a person at  the member’s office who would reasonably be expected to communicate that notice promptly to the member;
         
      4.  by e-mail; or
      5.  by telegram, charges prepaid.
         
         All such notices shall be given or sent to the member’s address, e-mail address, or telephone number as shown on the records of The College.
   3. Time Requirements for Notice.  Notices sent by first class mail shall be deposited in the United States mail at least seven (7) business days before the time set for the meeting. Notices given by personal delivery, telephone, e-mail or telegraph shall be delivered, e-mailed or given to the telegraph company at least three (3) business days before the time set for the meeting.
   4. Notice Contents.  The notice shall include the date, time, place of meeting and a specific statement of the purpose of the meeting.  The required notice is waived if all of the members of the Board of Regents sign written waivers of notice or if they attend the meeting at the designated time and place and their attendance is recorded in the minutes.

Section 5.09    Quorum; Adjournment; Manner of Voting; Prohibition of Proxies.  At all meetings of the Board of Regents, the presence of at least nine members of the Board shall constitute a quorum for the transaction of business.

A majority of the members of the Board present at the time and place of a regular or special meeting, although less than a quorum, may adjourn the meeting without further notice until a quorum shall be present.  Notwithstanding the foregoing, if the original meeting is adjourned for more than twenty-four (24) hours, the members of the Board absent from the adjourned meeting shall be provided written notice of such adjournment, and the date, time, and place of any re-scheduled meeting.  In the event one or more members of the Board who are present at a meeting recuse themselves from voting and/or temporarily absent themselves from the meeting as required by applicable law or these Bylaws, the votes of a majority of the remaining disinterested members, even though the remaining disinterested members present shall be less than a quorum, shall constitute the action of the Board of Regents.

At all meetings of the Board of Regents, each member shall have one vote. A member of the Board of Regents may not attend or vote by proxy.

Section 5.10    Parliamentary Authority Governing Meetings of the Board of Regents.  The rules contained in Robert’s Rules of Order, Revised shall govern the meetings of the Board of Regents, to the extent such rules are not inconsistent with these Bylaws or the procedural rules of The College.

Section 5.11     Action Without a Meeting.    Except as otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Board of Regents may be taken without a meeting if all the members of the Board consent in writing to that action.  Such written consent shall have the same force and effect as any other validly approved action of the Board of Regents.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.  For the purpose of this Section 5.11 only, “all the members of the Board” shall not include members of the Board who have a material financial interest in a transaction to which The College is a party.