The Bylaws of the 亚色影库
Adopted by resolution of the Board of Trustees, December 7, 1972.
Amended May 18, 1973: Addition of Article VIII.
Amended December 7, 1973: Article II, Section 12k.
Amended September 26, 1980: Article II, Section 3,
and modified by editorial changes.
Amended September 23, 1983: Article V.
Amended December 1, 1989: Article IV, Section 5.
Amended September 15, 1995: Article IV, Section 2.听
Amended March 6, 2009:听 Article II, Section 3.
Amended March 6, 2020: Article II, Section 11.
ARTICLE I. NAME, LOCATION AND PURPOSES
The legal name of the Corporation is the 亚色影库, under which its business and affairs are conducted. The University established and maintained by the Corporation is known as Boston College.
The location of the principal office of the Corporation is the City of Newton, Massachusetts.
The purposes of the Corporation shall be as set forth in its Charter, as from time to time amended. The Charter consists of Chapter 123 of the Acts of 1863 of the General Court of the Commonwealth of Massachusetts, as amended by Chapter 340 of the Acts of 1908, Chapter 464 of the Acts of 1959 and Chapter 1031 of the Acts of 1971.
ARTICLE II. BOARD OF TRUSTEES
The persons named in the Act of Incorporation of 1863, and their respective successors who shall be elected from time to time, shall constitute the Board of Trustees of the Corporation. The membership of the Board of Trustees shall consist of twenty-one or more persons, as may be determined from time to time by majority vote of the entire Board of Trustees. The President of Boston College shall be an ex officio member of the Board of Trustees.
Trustees shall be elected by a majority vote of the entire Board. Each Trustee shall be elected for a term of one, two, three or four years, in accordance with these Bylaws. Terms shall be so allocated that each year one-fifth or more of the Trustees shall be elected or reelected by the Board of Trustees.
Trustees shall be eligible for reelection for a term not exceeding four years.
With the exception of the President of Boston College, no Trustee, who has served for eight consecutive years, shall be eligible for reelection until one full year has elapsed from the conclusion of the eighth year of service. No Trustee shall be eligible for election or reelection or continued membership on the Board of Trustees after completion of the fiscal year in which he has attained the age of seventy-five years. Exceptions to the policies expressed in this paragraph may be made on the basis of a two-thirds vote.
NB: In the interest of style, hereinafter the masculine personal pronoun, he, will generically denote both male and female gender.
Any Trustee may resign his office at any time by submitting a written resignation to the Chairman or Secretary of the Board of Trustees.
Any Trustee may be removed from office by a two-thirds vote of the entire Board of Trustees whenever, in their judgment, he shall have become incapable or ineligible by age or otherwise to discharge the duties of his office, or shall neglect or refuse to perform the same.
If any membership of the Board is vacated by resignation, removal or for any other cause, the vacancy shall be filled for the balance of the original term as soon as possible.
The Officers of the Board of Trustees shall be a Chairman, a Vice Chairman and a Secretary. They shall be elected by a majority vote of the entire Board at the annual meeting or at any other meeting of the Board. The President of Boston College shall not be an officer of the Board of Trustees. The tenure of such officers shall be for a period of one year or until their successors are duly elected. The Chairman shall preside over all meetings at which he is present. In the absence of the Chairman, the Vice Chairman shall preside. The Secretary shall give written notice of all meetings to all members of the Board, as hereinafter provided. He shall keep minutes of all business transacted at each meeting, which minutes, after approval by the Trustees present, shall be transcribed in a permanent record and a copy of the same shall be mailed to all members of the Board of Trustees and to the Secretary of the University.
The annual meeting of the Board of Trustees shall be held on the first Friday of October in each year, or on such other date as shall be determined by the Chairman of the Board. Other regular meetings shall be held with such frequency, and at such times and places, as may be determined from time to time by resolutions of the Board. Any business may be transacted at the annual or any other regular meeting of the Board of Trustees.
Special meetings of the Board of Trustees may be called at any time by the Chairman upon his own initiative and shall be called by him upon written request of a majority of the Executive Committee, or of a majority of the entire Board of Trustees. Such written request shall state the purpose or purposes of the special meeting. Business transacted at any special meeting of the Board shall be limited to the purpose or purposes stated in the notice of the meeting. However, if two-thirds of the entire Board are present at the meeting, other matters may be taken up by unanimous consent of those attending.
SECTION 10. NOTICE OF MEETINGS
Written notice of each regular and special meeting of the Board of Trustees shall be mailed or otherwise delivered to each Trustee by the Secretary of the Board at his post office address, as it appears upon the books of the Corporation, at least two weeks before such meeting. Every such notice shall state the place, date and hours at which the meeting is to be held. Notice of the annual or other regular meeting need not, but notice of any special meeting shall state the purpose or purposes of the meeting. These provisions for notice may be waived by any unnotified Trustee who is personally present at the meeting in question.
The presence of a majority of the entire Board of Trustees shall constitute a quorum for the transaction of businessat all meetings of the Board of Trustees. There shall be no presence or voting by proxy; however, at the initiative ofthe Chairman of the Board in consultation with the University President, in exceptional and unusual circumstanceswhere it is deemed necessary or convenient, one or more Trustees may participate in a meeting of the Board ofTrustees by conference telephone or any similar communications equipment through which all persons participatingin the meeting may hear and communicate with each other. In such circumstances telephonic participationshall constitute presence at the meeting for purposes of establishing a quorum. If less than a quorum shall bepresent at the time for which a meeting shall have been called, the meeting may be adjourned from time to timeby a majority vote of the Trustees present, without any notice other than by announcement at the meeting, until aquorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transactedwhich might have been transacted if the meeting had been held as originally called.
SECTION 12. POWERS OF THE BOARD OF TRUSTEES
Subject to the General Laws of the Commonwealth and the Charter of the Corporation, and in accordance with the Bylaws of the Corporation, the Board of Trustees shall exercise ultimate authority over and ultimate responsibility for all acts of the Corporation.
The Board of Trustees shall have all necessary and convenient powers to direct and manage the business and affairs of the Corporation, hereinafter referred to as the University. These powers shall include but shall not be limited to the following:
a.听听听听 to elect the President of Boston College by a majority vote of the entire Board; and to remove him from office by a two-thirds vote of the entire Board;
b.听听听听 to appoint and remove the other Officers of the University;
c.听听听听 to approve all major changes in the educational policies and programs of the University;
d.听听听听 to approve the granting of all degrees in course and of all honorary degrees;
e.听听听听 to enact and amend the Statutes of the University, particularly concerning the appointment, promotion, tenure and duties of the Officers, the administrative officials, and the faculty of the University;
f.听听听听听 to enact and amend rules and regulations for the orderly government of the University, including procedures for the enforcement of the same;
g.听听听听 to authorize the establishment and disestablishment, or approve the constitution, of official senates, councils, boards or other organizations of administrative officials or members of the faculty or student body of the University;
h.听听听听 to authorize the establishment or disestablishment of a school or college or major institute of the University;
i.听听听听听听 to concur in the appointment of a Dean of any School or College;
j.听听听听听听 to review and take appropriate action respecting the budget of the University, which shall be submitted to the Board upon recommendation of the President;
k.听听听听 to authorize any changes in tuition, room or board within the University;
l.听听听听听听 to authorize the construction of new buildings and major renovations of existing buildings of the University;
m.听听听 to authorize the sale and purchase or lease of land or buildings for the use of the University;
n.听听听听 to authorize and promote major fund-raising activities of the University;
o.听听听听 to authorize the President and the Treasurer of the University to accept gifts to the University, except that the acceptance of restricted gifts, which involve major obligations, must be ratified by a majority vote of the entire Board;
p.听听听听 to authorize the incurring of debts by the University and the securing thereof by mortgage and pledge of real and personal property, tangible and intangible, presently owned or to be acquired by the University;
q.听听听听 to constitute within the membership of the Board such standing or ad hoc committees concerning academic affairs, financial matters, student welfare, public relations, planning and development, buildings and grounds, and other subjects, as the Board from time to time may deem necessary or convenient to the efficient exercise of its powers and functions.
ARTICLE III. EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES
The membership of the Executive Committee of the Board of Trustees shall consist of the Chairman of the Board, ex officio, the President of Boston College, ex officio, and five or more other Trustees, as may be determined from time to time by a majority vote of the entire Board. The elected members of the Committee shall be elected at the annual meeting or at any other regular meeting of the Board by a majority vote of all the Trustees present. The members of the Executive Committee, other than the Chairman and the President of Boston College, shall serve until the next annual meeting after their election, or until their successors are duly elected. They shall be eligible for reelection at the annual meeting of the Board.
The Officers of the Executive Committee shall be a Chairman, a Vice Chairman and a Secretary. The Chairman of the Board of Trustees shall be ex officio the Chairman of the Executive Committee. A Vice Chairman and a Secretary shall be elected by a majority vote of the entire Committee; but the President of Boston College shall not be an Officer of the Executive Committee. The Vice Chairman and the Secretary shall serve for a period of one year or until their successors are duly elected, and shall be eligible for reelection. The Chairman shall preside over all meetings at which he is present. In the absence of the Chairman, the Vice Chairman shall preside. The Secretary shall give such notice of meetings to the members of the Committee as the rules adopted by the Committee shall require. He shall keep minutes of all business transacted at each meeting, which minutes, after approval by the members of the Committee present, shall be transcribed in a permanent record. A copy of the same shall be mailed to all members of t