V.BOARD OF DIRECTORS

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V.A. MEMBERSHIP

1. The President of the BSC Alumni Association may appoint one member of the Alumni Association as a Director. The term of office of the Alumni Association member shall be at the pleasure of the President of the BSC Alumni Association.

2. The BSC Employee Association contract may include a provision for the designation of a Director from among members of the Employee Association. If applicable, this Director will serve at the pleasure of the Employee Association.

3. The President may recommend to the Board for approval two additional non-member directors from the BSC Alumni Association and/or the University of California, Berkeley faculty. The terms of office of these directors shall be at the pleasure of the Board of Directors.

4. The remaining members of the Board of Directors shall be elected by the members of the several units. Each unit shall elect one director for each seventy members, or fraction thereof, in the residential capacity of the unit. Only individuals with a current signed contract for the academic year in a specific unit are eligible to be Directors seated by that unit. A Director’s position will immediately become vacant upon the cancellation or termination of their contract or upon the transfer of their contract to another unit.

5. Whenever possible, Directors are expected to personally attend all meetings. However, in the event that the Director is unable to physically attend a meeting, the Director may participate and vote in a meeting remotely through the use of electronic communication technologies. Electronic participation must ensure that the Director remains actively informed and engaged throughout the duration of the meeting. Electronic participation in a meeting should occur only in the presence of extenuating circumstances for a Director. The President may request up to 48 hours notice and pre-approval of extenuating circumstances for the use of electronic participation.

6. No individual employed by the BSC shall concurrently serve as a director, except any Director appointed by the BSCEA. This Director may be excluded from executive sessions in which negotiations or re-negotiations of the BSCEA contract are being discussed. This provision shall not apply to member employees of units of the corporation or to students hired for short-term employment pursuant to the Personnel Code.

7. No Director or executive may miss two consecutive meetings for which they are required to attend. All Directors are required to attend Board meetings and Board elections. Member directors are required to attend the meetings of at least one committee or task force of the Board. The President and committee and task force chairs determine, considering the preferences of the directors, committee assignments no later than the first board meeting of a given semester. Each student executive is required to attend all Board and Cabinet meetings, and any other meeting specified under their job description.

a. As soon as a Director has missed two consecutive meetings, the President shall inform the appropriate House President, if applicable, that the Director will be removed at the beginning of the next meeting, pending a vote of the Board. Should a Director be removed, the President shall inform the Director’s unit, if applicable, which will fill the vacancy according to the unit’s election procedure.
b. As soon as an executive has missed two consecutive meetings, the President shall inform Cabinet that the executive will be dismissed, unless the Cabinet votes otherwise by a simple majority. An executive who has missed two consecutive meetings including Cabinet will be removed from their executive position but retain their Board position as long as they have fulfilled the meeting requirements of Directors. Vacant executive seats are treated pursuant to VI.C.3. of the Bylaws.


8. All Directors are required to attend and complete Board Training prior to voting or otherwise acting as a fiduciary for the BSC.

V.B. TIME OF ELECTION AND REMOVAL PROCEDURES

1. Student Directors shall be elected by their units during the Spring contract period and shall take office at 12:00 a.m. on the day following the final day of the Spring contract period. Directors shall leave office at 11:59 p.m. on the final day of the subsequent Spring contract period.

2. Student Directors shall be elected by the current Membership of their units via a minimum one week online election under oversight of the BSC President.

3. Any unit may request a determination of its membership. The unit shall then elect, or seat if previously elected, any additional Directors that such a determination shows that it is entitled to elect. Such directors shall take office immediately.

4. The BSC Board of Directors may vote to remove any individual Board Director that has not fulfilled their fiduciary duties (which may include but is not limited to undisclosed conflicts of interest, substantial negligence or lack of attendance), or has not fulfilled the roles and responsibilities written in this section, V.A. and V.B., of the BSC Bylaws. Director removal may only be considered if: cabinet places it on the board agenda and the agenda is approved by a simple majority, OR if the Board of Directors places it on the agenda by a two-thirds vote.

a. The Board of Directors must be given two weeks notice before the vote to remove ensues. If the Director being considered for removal is a Student Director, their unit must also be given two weeks notice of the vote.
b. The individual Board Director under consideration for removal must be given voice in person or in writing, prior to the vote, to offer their circumstance and plea on their behalf.
c. The motion to remove a board director may only be passed by a simple two-thirds majority.


V.C. EXPENDITURES

1. No expenditure of more than $5,000 shall be approved by the Board of Directors unless it has been discussed at two consecutive Board of Directors meetings, except by an absolute two-thirds majority. The expenditure may be approved at the second of the above-mentioned meetings and may not exceed the amount specified at the first meeting by more than 10%.

V.D. EXECUTIVE SESSIONS

1. Executive session shall be defined as a closed meeting including members of the Board and any other persons designated by the Board in the motion to enter executive session or requested after the motion by a two-thirds vote.

2. The Board may create a policy provision that triggers executive sessions only if

a. There is a specific matter of a sensitive nature to be discussed in these sessions, and
b. The policy passes by an absolute majority at a regular Board meeting after the policy and the provision for executive session have been discussed at at least one previous regular Board meeting.

3. No matters not explicitly designated in the motion to enter executive session may be discussed in that session.

4. All motions made and votes taken in executive session shall be included in the meeting minutes.


[Membership approved 3/19/15. Amended 5/9/19]