Norwich University Bylaws

Article Three - Trustees and Their Meetings

Number of Trustees

Section 1. The whole Board of Trustees shall consist of such number of Trustees, not less than three (3) nor more than thirty-five (35), as shall be determined by the Trustees at any annual, regular or special meeting. The number of Trustees so determined, minus the number of Trustees whose terms have not expired, may thereafter be elected at the same meeting at which the determination is made. If, after such election, less than 35 Trustees constitute the whole Board of Trustees, the number comprising the whole Board may be increased from time to time to not more than thirty-five (35) Trustees by the Trustees at a meeting or meetings called for that purpose. When the Trustees determine to so increase the number of Trustees, such additional Trustees shall thereafter be elected at the meeting in which the determination is made.

Power of Trustees

Section 2. Subject to provision of law, the Articles of Association and these Bylaws, the Board of Trustees shall have power to exercise all the powers of the Corporation.

Annual Meeting

Section 3. The annual meeting of the Board of Trustees shall be held in Northfield or Montpelier on a day determined by the Executive Committee at an hour determined by the Chairman provided, however, that the Executive Committee in any year may fix a different place, within or without the State. If and when this is done the Secretary shall thereupon give at least ten (10) days notice thereof to all Trustees then in office in the manner hereinafter provided.

When in any year the annual meeting is not held in Northfield or Montpelier, at least one other meeting must be held in either Northfield or Montpelier.

Special Meeting

Section 4. A special meeting shall be held at such time and place, within or without the State, as the Chairman shall direct or upon a request in writing to the Chairman by three (3) Trustees.

Adjourned Meetings

Section 5. Any meeting (annual, regular, special or adjourned) may be adjourned to another time or to another time and place by a vote of a majority of Trustees present at any meeting. When a quorum is not present at the time and place of any meeting called in accordance with these Bylaws those present shall adjourn the meeting to another time or to another time and place. Reasonable notice shall be required for an adjourned meeting by mail, telephone, telegraph or in person.

Notice of Meetings

Section 6. At least ten (10) days notice of all meetings (except adjourned meetings) specifying the time and place thereof shall be given in writing to each Trustee; provided, however, that any meeting may be held on less than ten (10) days notice with waiver and consent in writing by all Trustees.

Quorum

Section 7. A quorum shall consist of not less than one-third of the number of Trustees in office at the time of any meeting as provided in Article Six, Section 4, of the Articles of Association.

Business at Meetings

Section 8. Any business which may be done at the annual or a regular meeting of the Board of Trustees may be done at an adjourned annual or regular meeting of the Board or at a special or an adjourned special meeting of the Board.

Action by Consent

Section 9. Any action consented to in writing by each and every Trustee shall be as valid as if adopted by the Board of Trustees at a duly held meeting thereof, provided that such written consent is inserted in the minutes book. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or documents filed with the Secretary of State under 11 V.S.A., Chapter 19.