The affairs of TUG will be managed by the Board of Directors.
The number of directors will be not more than fifteen (15). Under very special circumstances, particularly deserving individuals may be designated as permanent Honorary Members of the Board, without vote, and without being included in the number of directors specified in this section.
The Board of Directors will consist of the TUG President, Elected Directors, and Honorary Members.
The Grand Wizard, Donald E. Knuth, the Wizard of Fonts, Hermann Zapf, and the Founding Executive Director, Raymond Goucher, are designated as permanent Honorary Members of the Board.
Any member may be nominated for election to the Board by submitting a nomination petition in accordance with the TUG Election Procedures. Election of the directors shall be by written mail ballot of the entire membership, carried out in accordance with those same Procedures. Each director will hold office for a term of four (4) years. Directors may be re-elected for successive terms. Directors need not be residents of the State of Rhode Island.
A Board member who by action or inaction shall be deemed to be no longer working in the interests of TUG may be suspended as Director by a vote of the entire Board, provided that at least 75% of the Board votes in favor of suspension. Any director being suspended as a result of this procedure shall have an automatic right of appeal, which must be exercised within 60 days of delivery of notification of suspension. If no appeal is received within this period, the suspended Director shall be removed from office. In the event of an appeal being lodged within the stipulated period, the Board shall take a further vote, taking into consideration any new evidence advanced in support of this appeal, and shall vote to remove using a procedure otherwise identical to that specified above. Should this vote fail, the suspended Director shall automatically be reinstated to office. A Director removed from office as a result of this procedure shall have the right of appeal to the members in annual general meeting, and shall be reinstated if more than 50% of the members present at the annual general meeting vote in favor of reinstatement. In case of reinstatement, any appointment made to fill the vacancy arising as a result of the exercise of this procedure is thereby annulled.
The Board of Directors may hold meetings, both regular and special, either within or outside the State of Rhode Island. The first meeting of each newly elected Board of Directors will be held at such time and place as will be specified in a notice delivered as hereinafter provided for special meetings of the Board of Directors, or as will be specified in a written waiver signed by all of the directors. Regular meetings of the Board of Directors may be held without notice at such time and at such place as will from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the President on two days' notice to each director, either personally or by mail or by telegram. Special meetings will be called by the President in like manner and on like notice on the written request of two directors. Meetings of the directors may be held by means of a telephone conference circuit and connection to such circuit will constitute presence at such meeting.
Any vacancy occurring on the Board of Directors may be filled by the President. A director appointed to fill a vacancy will be appointed for the unexpired term of his or her predecessor in office. Any place on the Board to be filled by reason of an increase in the number of directors, or by a shortfall in the number of nominees at an election, may be filled by the President for a term of office continuing only until the next election of directors, provided that the number of Elected Directors does not fall below fifty (50%) percent of the number of directors specified in Section 2 of this Article.
At all meetings of the Board of Directors, fifty (50%) percent of Elected Directors will constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors, unless the act of a greater number is required by the Rhode Island Non-profit Corporation Act or by the articles of incorporation.
Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting by instead taking a vote by electronic mail, according to the following procedure. Any Board member may submit a motion. Any other Board member may second the motion. Amendments to the motion are allowed, but not amendments to amendments. From the point that the motion on the floor has been seconded, there shall be a one-week period of discussion regarding the motion. At the close of the discussion period, voting shall begin, for a period not to exceed one week. As soon as the number of like votes exceeds fifty (50%) percent of Board members, the vote shall be declared complete. If no majority is reached by the end of one week, and by the end of this period fewer than fifty (50%) percent of Board members have voted, the motion fails; if the fifty (50%) percent requirement is met, a motion shall pass when two-thirds (2/3) of votes cast are in the affirmative.
The Board of Directors may,
by resolution adopted by a majority of the Board, designate one or
more committees, including an executive committee, each committee to
consist of two or more directors appointed by the Board.
The Board may appoint one or more
directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Except
as otherwise provided by the Rhode Island Non-profit Corporation Act
or these Bylaws, any such committee, to the extent provided in the
resolution, will have and may exercise all the authority of the Board of Directors;
provided, however, that in the absence or disqualification
of any member of such committee or committees, the member or members
thereof present at any meeting and not disqualified from voting, whether
or not he or she or they constitute a quorum, may unanimously appoint
another director to act at the meeting in the
place of any such absent or disqualified member. Such committee or
committees will have such name or names as may be determined from time
to time by resolution adopted by the Board of Directors. Each committee
will keep regular minutes of its proceedings and report the same to
the Board of Directors when required.