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Report of the Committee to Look Into Term Limits and Quorum for the AS220 Board of Directors
1996/06/12

Issues

(1) Ascertain the optimum number to set for a quorum
As a corollary, the number of members needs to be considered

(2) Provide for explicit term limits for members of the Board of Directors
Consider providing a structure for ensuring continuity and turn-over


Number of Members and Quorum

AS220
7 to 25 members
Quorum one-half of membership
Only members present at the meeting shall be allowed to vote on the business at that meeting.

PPS
Trustees
9 to 24 members
Quorum 7

Executive Committee
10 to 13 members
Quorum one more than one-half

R.I. Review Board
at least 5 members (currently 8)
Quorum 4


Term Limits

AS220
Directors shall be elected at each annual meeting and hold office until their respective successors are elected.
New directors may also be elected at regular Board meetings under special circumstances and under guidelines established at that time by a two-thirds majority of the Board.
A director may be removed for cause by vote of a two-thirds majority of all directors of the corporation.
Directors shall be responsible to attend all scheduled meetings.

PPS
Provides for staggered elections
At first meeting elect one-third for one-year, one-third for two-year, and one-third for three-year terms, to serve until their successors are elected. Except for officers, no trustee shall serve more than two consecutive three-year terms. At each meeting voting members shall elect a number as necessary to replace the terms that have expired.

R.I. Review Board
One year terms
Members eligible for reappointment
Any member who fails to attend three consecutive meetings except for good cause shown shall be considered to have resigned.