V.BOARD OF DIRECTORS

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V.A. MEMBERSHIP

1. The President of the BSC Alumni Association shall be requested to appoint one member of the Alumni Association to act as a member of the Board of Directors. The term of office of the Alumni Association member shall be at the pleasure of the President of the BSC Alumni Association.

2. The President may recommend to the Board for approval two additional non-student 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. These directors shall each receive votes equivalent to 6 members.

3. The remaining members of the Board of Directors shall be elected from the membership of the corporation 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.

4. In the event that the regular director is unable to attend a meeting, a unit may send a House President or House Manager approved substitute. The substitute may attend directors’ meetings and to vote whenever any regularly constituted director from that unit is absent. The President may request up to 48 hours notice for the use of a board substitute. A unit with a current Administrative Committee member should make that member the first alternate whenever possible.

5. The delegation from each unit shall be allotted as their total number of votes the number of members of the unit they represent. The votes shall be equally distributed between each of the unit’s representatives with any odd number of votes being cast by the senior board representatives of the delegation. Votes allotted to absent representatives shall not be cast by any person other than that person’s bona fide alternate as described in V.A.4. The allocation of votes to directors other than unit representatives (pursuant to sections 1 - 3 of this paragraph) shall be as follows: Each director shall receive six votes.

6. No individual employed by the BSC shall concurrently serve as a director, except the duly elected representative of the BSCEA. (Compensation determined as per II.A.5 of Personnel Code.) The BSCEA director shall receive 1 vote per EA member up to a limit of one less than the size of the smallest house. This representative may be excluded from executive sessions in which negotiations or re-negotiations of the BSCEA contract is 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 Code8.

7. Each student director is required to attend Board meetings and the meetings of at least one standing committee of the Board. The President and committee 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.

8. Student directors and executives may not miss any two consecutive Boards or required committee meetings. Moreover, student directors or executives may not miss both a Board meeting and their required committee meeting in succession. The President shall inform the Board of Directors at the beginning of each meeting as to which directors or executives have missed two or more meetings consecutively. Such directors or executives shall be removed from the Board unless the Board votes otherwise by a simple majority.

a. As soon as a director has missed two consecutive meetings, the President shall inform the appropriate house president 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 President of the appropriate house, and the vacancy shall be filled according to regular house election procedures.
b. As soon as an executive has missed two consecutive meetings, the President shall inform Cabinet that the executive will be dismissed, unless the Board votes otherwise by a simple majority. Vacant executive seats are treated pursuant to VI.C.3. of the Bylaws.

V.B. TIME OF ELECTION AND DETERMINATION PROCEDURES

1. The total membership of the corporation and of individual units shall be determined by the President of the corporation (in consultation with appropriate staff) prior to each meeting of the Board of Directors in order to determine the total vote to be allocated to each unit’s delegation.

2. Directors shall be elected in the closing weeks of a semester and shall take office on the day following the last day of the semester prior to their elected semester term. Directors shall leave office on the last day of the semester in which their term ends.

3. Any unit may request a determination of its membership by the fourth week of any semester. The unit shall then elect, or seat if previously elected, any additional directors that such a determination shows that it is entitled to elect, and a unit may cast the total number of votes that a determination shows that it is entitled to cast. Such directors shall take office immediately.

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 vote of the Board. 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 in creating on-going policy may include a provision for executive session if:

a. There is a specific matter of a sensitive nature to be discussed in this session, and
b. The policy passes by an absolute majority of the Board at a regular meeting after the policy and the provision for executive session has been discussed 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 a matter of public record.