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ARTICLE VI BOARD OF DIRECTORS
The Sakai Board, hereinafter referred to as the "Board," is the administrative body of the Sakai Project.
6.2 Purposes and Functions
1. To provide leadership for the overall project;
2. To represent the project;
3. To establish and maintain the processes of coordination determined to be necessary to support the development and release of the Sakai software;
4. To act as a 'court of final appeal' for Discussion and Work Groups of the Sakai Project.
The Board of Directors shall have the following functions and such other functions as it deems consistent with the Purposes stated in Article VI, Section 6.2(a) above.
1. To appoint an Executive Director, Secretary, and Treasurer and to determine the conditions of their appointments and to appoint conference chairs and program committee chairs for each conference.
2. To approve the appointment of other committees or subcommittees formed by the Board of Directors. Such committees or subcommittees will have a life of one year which may be extended annually as needed.
3. To appoint the chair and vice-chair of standing committees of the Board.
4. To review standards and processes for admission to membership in conformance with the Bylaws and to review and approve applications for membership.
5. To report promptly to membership on important actions taken by the board.
6. To approve the employment of necessary staff, purchase of supplies and equipment, and publication of such materials as necessary.
7. To receive and disburse funds on behalf of the Foundation
8. To make interim appointments to vacancies on the Board of Directors if the By-Laws so allow.
6.3 Board Size, Meetings
a) The Board shall consist of not less than five (5) and not more than nine (9) members.
b) Meetings of the Board
The Board of Directors shall meet at least twice a year at such times and places as designated by the Chair. The Chair or any three members of the Board may call a meeting of the Board.
6.4 Nomination of Board Members
(a) Anyone may be nominated to stand for election to the Board
(b) Only Organizational Representatives may be nominated to stand for election to the Board
(c) Only staff or employees of member organizations may be nominated to stand for election to the Board
Options under a) or c) in 6.4, above:
1) If an individual elected to the Board is incapacitated or resigns, then that Board seat becomes vacant and remains so until the next election
2) If an individual elected to the Board is incapacitated or resigns, then that Board seat becomes vacant and remains so until an interim election is held, which is to be held within 2 months
3) If an individual elected to the Board is incapacitated, or resigns, the Sakai Board may appoint an individual to the Board for the remainder of that person's term
Options under b) above:
1) An Organizational Representative elected to the Board may be replaced by another Organizational Representative from the same member organization, at the discretion of the member organization. Thus, if an Organizational Representative elected to the Board resigns or is incapacitated, or leaves their member organization, then that member organization shall assign a replacement for the Board seat.
2) If an Organizational Representative elected to the Board resigns or is incapacitated, or leaves their member organization, then that Board seat becomes vacant and remains so until the next election
3) If an Organizational Representative elected to the Board resigns or is incapacitated, or leaves their member organization, then that Board seat becomes vacant and remains so until an interim election is held, which is to be held within 2 months.
4) If an Organizational Representative elected to the Board is incapacitated, or leaves their member organization, the Sakai Board may appoint an interim Organizational Representative of their choosing to the Board.
6.6 Voting for Board Membership
(a) Each member organization's Representative shall have a vote in the elections for Board Members.
(b) Each member organization's Representative from those organizations that have adopted Sakai as the main campus CLE and commit effort to developing and sustaining Sakai shall have a vote in the elections of Board Members.
(c) Each member organization's Representative from those organizations that make a credible commitment to deploy and/or to commit effort to developing and sustaining Sakai shall have a vote in the elections of Board Members.
6.7 Board Composition
(a) Board composition is determined by the Board elections, i.e., there are no restrictions on Board composition
(b) At least 90% of the Board must be composed of Organizational Representatives
(c) At least 90% of the Board must be composed of staff or employees of member organizations
(d) Organizational Representatives, or staff, of commercial members (currently called "Commercial Affiliates") may compose at most 30% of the Board
A majority of the entire membership of the Board of Directors as fixed in these Bylaws shall constitute a quorum for the transaction of any business. In the absence of a quorum, a majority of those members present may adjourn the meeting. When a quorum is once present to organize a meeting, it is not broken by the subsequent departure of one or more directors from the meeting, provided that at least one third of the board is present at all times. The affirmative vote of a majority of the members present at a Board meeting at which a quorum is present shall be necessary and sufficient to the making of decisions by the Board, except as a larger vote may at any time be otherwise specifically required by Michigan Nonprofit Corporation Law, the Articles of Incorporation, or these Bylaws.
At least ten days' notice shall be given to each Director of a regular meeting of the Board of Directors. A special meeting of the Board of Directors may be held upon notice of five days. Notice of a meeting of the Board of Directors shall specify the date, time, and place of the meeting, but need not specify the purpose for the meeting or the business to be conducted. A Director may waive notice of any regular or special meeting of the Board of Directors by written statement filed with the Board of Directors, or by oral statement at any such meeting. Attendance at a meeting of the Board of Directors shall also constitute a waiver of notice, except where a Director states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.
6.10 Telephonic meetings
The Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment through which all members participating in the meeting can speak to and hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. This includes online communication methods other than telephone at the board's discretion.
6.11 Unanimous Consent, in lieu of meeting
Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, provided 2/3 members consent in writing or electronically and set forth in the same message the action or decision taken or made. Consent in such fashion shall have the same force and effect as a meeting vote, and may be described as such in any document executed by or on behalf of the corporation.
Members of the Board of Directors other than officers and employees shall receive no compensation for their services but, by resolution of the Board, may be reimbursed for expenses incurred while acting on behalf of the corporation.
6.13 Executive Committee
By a vote of the majority of all the Directors (Board Members) in office, the Board of Directors may designate an Executive Committee consisting of the Chair, Vice-Chair and one other board member which shall have authority to act for the Board of Directors in between meetings of the full Board. The Board of Directors may designate one or more of the Directors as alternate members of the Executive Committee, who may replace any absent or disqualified member at any meeting of the Committee upon the request of the Chair. Vacancies in the Executive Committee shall be filled by the Board of Directors at a regular or special meeting.