The affairs of TUG will be managed by the Board of Directors.
The number of directors will be not more than thirty. Under very special circumstances, particularly deserving individuals may be designated as permanent Honorary Members of the Board, without vote, and without being included in the number of members specified in this section.
The Board of Directors will consist of the TUG President, Elected Board Members, Honorary Members, and Special Directors. Prior to the first election of Elected Board Members, the Board of Directors will consist of the Finance Committee, Site Coordinators, Wizards and other active members nominated by the Board of Directors.
The Grand Wizard, Donald E. Knuth, the Wizard of Fonts, Hermann Zapf, and the Founding Executive Director, Raymond Goucher, are designated as permanent Honorary Members of the Board.
A local user group may be considered eligible for an invitation to designate a Special Director if that group has an elected board of officers, a written constitution, and a recognized group of members. A Special Director shall have all the rights and responsibilities of an elected director except that Special Directors shall not be counted in determining a quorum.
Any member may be nominated for election to the Board by submitting a nomination petition in accordance with the TUG Election Procedures. Election of the directors shall be by written mail ballot of the entire membership, carried out in accordance with those same Procedures. Each director will hold office for a term of three (3) years. Directors may be re-elected for successive terms. Directors need not be residents of the State of Rhode Island.
The Board of Directors may hold meetings, both regular and special, either within or outside the State of Rhode Island. The first meeting of each newly elected Board of Directors will be held at such time and place as will be specified in a notice delivered as hereinafter provided for special meetings of the Board of Directors, or as will be specified in a written waiver signed by all of the directors. Regular meetings of the Board of Directors may be held without notice at such time and at such place as will from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the President on two days' notice to each director, either personally or by mail or by telegram. Special meetings will be called by the President in like manner and on like notice on the written request of two directors. Meetings of the directors may be held by means of a telephone conference circuit and connection to such circuit will constitute presence at such meeting.
Any vacancy occurring on the Board of Directors may be filled by the President. A director appointed to fill a vacancy will be appointed for the unexpired term of his or her predecessor in office. Any place on the Board to be filled by reason of an increase in the number of directors, or by a shortfall in the number of nominees at an election, may be filled by the President for a term of office continuing only until the next election of directors, provided that the number of elected directors does not fall below fifty (50%) percent of the number of directors specified in Section 2 of this Article.
At all meetings of the Board of Directors, fifty (50%) of Elected Board Members will constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors, unless the act of a greater number is required by the Rhode Island Non-profit Corporation Act or by the articles of incorporation.
Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting by instead taking a vote by mail, according to the following procedure. Any Board Member may submit a motion in writing. Any other Board Member may second the motion. Amendments to the motion are allowed, but not amendments to amendments. From the point that the motion on the floor has been seconded, there shall be a two-week period of discussion regarding the motion. After the discussion period, there shall be an active voting period of two weeks, after which voting shall be terminated. The votes shall then be tallied, counting the number of yeas, nays, and abstentions. The total number of votes cast must include votes cast by at least 50% of Elected Board Members otherwise the motion fails. When the 50% requirement is met, a motion shall pass when two-thirds of votes cast are in the affirmative. Members may use standard mail, electronic mail, or facsimile to cast a written vote. Upon approval of the motion, the entire Board or committee shall be notified by standard mail of the results of the vote.
The Board of Directors may, by resolution adopted by a majority of the Board, designate one or more committees, including an executive committee, each committee to consist of two or more directors appointed by the Board. The Board may appoint one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by the Rhode Island Non-profit Corporation Act or these Bylaws, any such committee, to the extent provided in the resolution, will have and may exercise all the authority of the Board of Directors; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees will have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee will keep regular minutes of its proceedings and report the same to the Board of Directors when required.