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Faculty HandbookThe Charter of the University
In 1782, the General Assembly of Virginia, recognizing that a "seminary" of learning called Liberty Hall had existed in Rockbridge County since before the Revolution, and wishing to "promote" its "purposes," passed "An Act for Incorporating the Rector and Trustees of Liberty Hall Academy." It established a board independent of church and state and empowered the trustees to manage property and award "literary degrees." In 1796, acting without the board’s assent, the legislature passed a measure restructuring the school as the "College of Washington, in Virginia." Early the following year, the trustees responded strongly. They declared the act to be "tyrannical." As the General Assembly had neglected to repeal the 1782 charter, the board ignored the recent act and continued to operate the school under its original charter, as it strove to undo the "obnoxious" measure. In 1797, with the board’s approval, the legislature repealed the 1796 charter and amended the 1782 charter to rename the college "Washington Academy." In 1813 a further act of the General Assembly changed the name to "Washington College." Thus it continued until 1871 when the General Assembly "amended and reenacted" the original 1782 charter, thus changing the school’s name to The Washington and Lee University. Other amendments to the Charter and Bylaws, not affecting its name, occurred in 1866, 1876, 1940, 1964, 1972, 1986, 1987, 1988, 2002, and 2003. An Act for Erecting LIBERTY HALL ACADEMY Into a College (Passed December 21, 1796.) Whereas it has been communicated to this general assembly, that George Washington, president of the United States, has appropriated the shares which were directed to be subscribed, in his name, in the James River Canal Company, with the tolls and profits which shall accrue there from, to the use of Liberty Hall Academy, in the county of Rockbridge; and whereas the benevolent design of that most excellent citizen, will be better promoted by enlarging the nature of the said institution: 1. Be it enacted, That the academy, now styled Liberty Hall Academy, shall be erected into a college, which shall be called and known by the name of the College of Washington, in Virginia. 2. In this college there shall be four schools, via: one of languages; one of mathematics; one of natural philosophy and astronomy, and one of logic, moral philosophy and belles letters; in each of which schools there shall be a professor, and as many tutors as shall from time to time be found necessary. 3. One of the professors shall be appointed president; and the said president and professors shall be a body corporate, by the name of "The President and Professors of the College of Washington in Virginia," and by that name shall have perpetual succession and common seal. By the name aforesaid, they shall be able and capable in law to have, purchase, receive, possess, enjoy and retain, to them and their successors forever, any lands, tenements, rents, goods or chattels, of what kind soever which shall be given to them, or purchased by them for the use of the said college, and the same to sell, grant, demise, alien or dispose of, in such manner as to them may appear most for the advantage of the said college: Provided, That the said president and professors shall not be capable of receiving endowments, whose annual net profits shall exceed ten thousand dollars; and by the same name to sue and implead, be sued and impleaded, answer and be answered, in all courts of law and equity; and to grant degrees under their common seal. 4. The president and professors, or a majority of them, shall have the power of appointing a treasurer, tutors, and other subordinate officers for the said college; of removing them when they see fit, and of prescribing rules and regulations for their conduct in their respective offices. To the president and professors shall also appertain the power of determining on, and adopting the proper system of education for the different schools, and of framing and carrying into effect, rules and ordinances for the good order and government of the students and scholars of the said college. 5. And for the purpose of appointing the president and professors of the said college, and perpetuating their succession, and for the more general government of the said college, the following persons are constituted a board of visitors, via: The governor of the commonwealth for the time being, Andrew Moore, James M’Donald, Andrew Reed, John Caruthers of Rockbridge, Archibald Stewart, Alexander St. Clair, John Coalter of Augusta, John White of Bath, John Stewart, William H. Cavendish of Greenbrier, James Breckenridge, Robert Harvie, Henry Bowyer, Thomas Madison, William Willson, James Risque of Botetourt, Christopher Clark of Bedford, Nicholas Cabell and William Cabell, junior, of Amherst, who, or a majority of them, shall have the power of appointing the president and professors of the said college, or removing or suspending the same for good cause shewn, and of supplying vacancies in the said body; but no professor shall be admissible into his office without first taking the oath of fidelity to the commonwealth. 6. The said visitors shall annually choose a rector, who shall preside in their meetings, and whose duty it shall be to convene them as often as it shall appear necessary. 7. The said visitors, or a majority of them, shall fix the salaries of the president and professors, and the fees of tuition in the different schools, and shall have the power of making and establishing statutes and ordinances for the general government of the said college. They shall also have the power of inspecting and examining the accounts of the said college, and of inquiring into the management of its estate, and no real property belonging to it shall be sold without their consent. On the death, resignation, or refusal to act of the rector or any of the visitors, it shall be lawful for the remaining visitors, or a majority of them, to supply such vacancies; and the rector and visitors so elected shall have the same powers and authority as those particularly named in this act: Provided always, That nine at least of the said visitors shall reside within forty miles of the college, and that no person shall be capable of being elected, or of holding the office of a visitor, whose place of residence is or shall be more than sixty miles from the college. And any visitor removing to a greater distance than sixty miles (except the governor of the commonwealth,) from the college, after his election to the said office, and thereby leaving a less number than nine visitors within the said distance, shall, by such removal, vacate his office of visitor. 8. Nothing in this act contained shall be construed to give to the president and professors, or to the rector and visitors of the said college, the power of making any bylaws, rule, ordinance, statute, or regulation whatever, contrary to the constitution or laws of this commonwealth. 9. The rector and visitors, before they enter upon the execution of the trust reposed in them by this act, shall severally take the following oath or affirmation, to be administered by a justice of the peace of the county of Rockbridge, and certified by him to the said rector and visitors, to be recorded in their minutes, that is to say: "I, A.B. do swear (or affirm) that I will, to the best of my skill and judgment, faithfully and truly discharge the duties required of me by an act, intituled, ‘An act for erecting Liberty Hall Academy into a college,’ without favor, affection or partiality. So help me God." 10. And be it further enacted, That until the president and professors shall be appointed for the said college of Washington, the property which has been appropriated to the use of Liberty Hall Academy, and the property which shall be appropriated to the use of the said college, shall be in the visitors thereof, and their successors, who shall have every power necessary for the management of the same, except the power of selling; and on the appointment of a president and professors, all the property aforesaid, real and personal, shall be transferred to and vested in the president and professors. 11. This act shall commence and be in force from and after the passing thereof. Charter of The Washington and Lee University (a) The name of the Corporation is The Washington and Lee University. (b) The principal office of the Corporation is located at Lexington, Virginia. (c) The purpose of the Corporation is to promote, maintain, and conduct a college and university for academic, scientific, and professional education and learning, with all the rights, privileges, and powers necessary, proper, usual and customary for such institutions, including the right to receive, hold, and use gifts, legacies, and bequests, and to accumulate endowment funds and properties and property rights and interests, and to invest and reinvest the same; to award academic, scientific, professional, and honorary diplomas and degrees; to promote educational, scientific, and professional research, investigation and progress; to conduct laboratories, and all such business enterprises as may be incident to or proper for the general purposes of the Corporation; to borrow money, execute notes and bonds and secure the same by a lien upon its real estate or by pledge of collateral; to sell and issue annuity bonds for the benefit of the Corporation; to guarantee and become surety for the obligations of organizations of the faculty and of the students of the Corporation to the extent that the same is deemed to be for the benefit of the general purposes and affairs of the Corporation, or of any other person, firm, corporation, or association, for the purpose of promoting the interests of the Corporation; and to have and execute all powers and rights conferred by the laws of Virginia on corporations of similar kind and character. The foregoing enumeration of powers and purposes shall be construed in furtherance of, and not in limitation of the general powers of the Corporation. (d) The Corporation shall be managed and controlled by a Board of Trustees. The President of the University shall be a member of the Board, ex officio. The terms of office of all Trustees shall be four years. The Trustees shall elect their own successors, but the Board may make provision in its by-laws for the nomination of Trustees by the Washington and Lee Alumni Association. The Board may make reasonable provisions in its by-laws for the removal and retirement of Trustees. (e) The Trustees shall elect one of their own number as presiding officer, with the title of Rector, and shall also elect a President of the University, who shall be President of the Corporation, a Secretary, and a Treasurer of the Corporation, and such other officers, agents, and employees as may be provided for by the by-laws. (f) The period for the duration of the Corporation shall be unlimited. (g) The amount of real estate to which the holdings of the Corporation shall at any time be limited is one hundred thousand acres. (h) The Board of Trustees, by by-law or by resolution passed by a vote of the majority of Trustees in office, may designate two or more of their number to act as an Executive Committee, and the Executive Committee, to the extent provided for in such by-law or resolution, shall have and exercise the powers of the Board of Trustees in the management of the business affairs of the Corporation, provided, however, that no real estate of the Corporation forming a part of its campus or within one-half mile thereof shall be sold, nor shall the Rector, the President, any Trustee or professor with tenure be elected, except by a vote of a majority of Trustees in office. By a vote of the majority of Trustees present at any meeting at which a quorum is present, the Board may appoint such other committees as it may deem proper. CHAPTER I: The Board of Trustees 1. The Board of Trustees shall include the President and shall consist of not fewer than fifteen members nor more than thirty-four members, with such number to be determined by the Board of Trustees from time to time. Trustees shall be nominated by the Committee on Trusteeship and elected by the Board. Except for the President, each Trustee shall serve a term of four years until re-elected or until a successor is elected and takes office. A Trustee shall be eligible for re-election to the Board for a second four-year term. Under the following limited circumstances, a Trustee may be re-elected to a third term of up to four years: i) the Trustee is the Rector, ii) the Trustee is the Rector-elect, or iii) other extraordinary circumstances to be determined by the Board. 2. A Trustee who serves an initial four-year term shall become a Trustee Emeritus upon the completion of service as a Trustee. A Trustee Emeritus may continue to attend meetings of the Board and participate in its deliberations and may be appointed as an advisory member of the Executive Committee or any other committee of the Board, but shall have no vote and shall not be counted in computing a quorum at any meeting or in determining the total number of Trustees required or permitted by the Charter or the bylaws as constituting the Board. 3. The Board shall hold at least three meetings during each calendar year in the months of February, May, and October or at such times and places as the Board may determine. The Secretary shall give or mail written notice of meetings to each Trustee at least ten days before the date of the meeting, but failure of the Secretary to give notice shall not affect the validity or regularity of any such meeting. 4. A special meeting of the Board may be called at any time by the Rector or the President, and shall be called upon the written request of any three Trustees. Written notice of any special meeting of the Board shall be given or mailed by the Secretary to each Trustee at least ten days before the date of the meeting. 5. A majority of the Trustees shall constitute a quorum for the transaction of business at any meeting. Except as otherwise provided by law or these bylaws, the action of a majority of the Trustees present at any meeting at which a quorum is present shall be the action of the Board. In the absence of a quorum, a meeting may be adjourned by those present until such time as a quorum is present. 6. The affirmative vote of a majority of the Trustees shall be required for the election of the Rector, the President, a Trustee, and the Executive Committee of the Board, for the appointment of a Professor to a position with tenure, and for the sale of real estate forming a part of the University campus or within one-half mile thereof, and for such other matters as the Board may specify by resolution. 7. The Board, for any cause which it may deem sufficient, may remove a Trustee from office upon the affirmative vote of three-fourths of the Trustees. If a Trustee fails to attend three successive regularly scheduled meetings of the Board, the Board by the affirmative vote of a majority of the Trustees may declare that this position has been vacated. 8. There shall be nine (9) Standing Committees of the Board; namely, an Executive Committee, as more particularly described in Chapter III; an Academic Affairs Committee; a Budget and Audit Committee; a Campus Life Committee; an Investment Committee; a Committee on Trusteeship, a Development and External Relations Committee, a Capital Projects Committee, and a Law School Committee. The Board may create such Special Committees as it deems desirable from time to time. To the extent not otherwise specified herein, the Chairman and members of each Standing and Special Committee shall be appointed annually by the Rector, or when otherwise desirable by the Rector, and shall be confirmed by the Board. Except for the Executive Committee, the Rector may nominate non-Trustees to serve as voting members on any of its standing committees for terms to be determined by the Board. These non-trustee committee members shall be elected by the Board. The powers and duties delegated by the Board to each such committee, shall be assigned annually, or when otherwise desirable, by the Rector, and shall be confirmed by the Board. 9. Upon request, the Trustees shall be reimbursed from the funds of the University for expenses incurred in attending meetings of the Board and committees thereof and for any other expenses properly incurred on business of the University. 1. The RECTOR shall be the presiding officer of the Board of Trustees. He or she shall be a Trustee elected by the Board; shall hold office for a term of three years from the date of election or until a successor is elected; and may serve successive terms in office. The Rector shall preside over all meetings of the Board, be the spokesperson for the Board, and shall perform such other duties as may be assigned by these bylaws and as the Board may determine from time to time. In the Rector’s absence from a meeting of the Board, a Trustee selected by the Rector shall preside, and if the Rector is unable to name a temporary substitute, the Trustee present who is senior in service shall preside. A vacancy in the office of Rector shall be filled by the Trustee who is senior in service until a new Rector is elected. 2. The Board shall elect, as officers of the Corporation, a President, a Treasurer, and a Secretary. The President shall receive compensation as determined by the Board and shall hold office at the pleasure of the Board. The offices of Secretary and Treasurer may be occupied simultaneously by one person. 3. The PRESIDENT of the Corporation shall be the chief executive officer of the University. He or she shall supervise and direct the other officers of the Corporation and the administrative staff. Subject to the ultimate authority of the Board, the President shall make and report to the Board determinations pertaining to the composition and structure of the administrative staff, and shall make and report to the Board all appointments to and promotions within the Faculty. Appointments resulting in tenure shall not become effective until approved by the Board. The President shall be a member and ex officio chairman of the Faculty, and shall appoint and be a consulting member of each committee thereof. The President shall in general oversee, supervise, and direct the policies and development of the University as prescribed by the Board and shall have primary responsibility to the Board in all areas of the University’s work not otherwise assigned by the Board. He or she may from time to time delegate to the other officers of the Corporation, the administrative staff, or the Faculty, such portion of his or her duties as deemed appropriate or as the Board may direct. The President shall make a standing designation of an administrator or Faculty member to act for the President in the event of the President's absence or temporary disability. Upon the death of the President, the Executive Committee shall name an acting President, subject to the approval of the Board, pending the election of a President by vote of the Board of Trustees. Annually, at such time as the Board may determine, the President shall report to the Board on the status of all matters entrusted to the President. He or she shall submit to the Board annually a proposed budget of operating expenditures and estimated income for the next ensuing fiscal or academic year, and the Board may approve, disapprove, or modify such proposed budget. 4. The TREASURER of the Corporation shall be the chief financial officer of the University; shall be responsible for the authorized receipt, custody, and disbursement of University funds; shall maintain and be custodian of the financial accounts and records of the University; and, subject to the direction and prior approval of the Board, shall have administrative responsibility for the investment of the funds of the University. The Treasurer shall give such bond for the faithful discharge of his or her duties as the Board may direct. The Treasurer’s accounts shall be audited and certified annually by a certified public accountant firm or corporation approved by the Board, and he or she shall make an annual financial report to the Board at such time as the Board may determine. In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the President or the Board. 5. The SECRETARY of the Corporation shall be responsible for the recording of the proceedings of the Board and its committees. At least ten days prior to any meeting of the Board, the Secretary shall send the minutes of the preceding meeting of the Board to every Trustee, but the failure of the Secretary to comply with this provision shall not affect the validity or regularity of any meeting. As required by section three of Chapter I, the Secretary shall give written notice to the Trustees of all meetings of the Board. The Secretary shall be responsible for the custody of the records of the Board and its committees, the custody and authorized use of the seal of the Corporation, the giving of notice of the meetings and actions of the Board and its committees whenever such notice is required or appropriate. In general, the Secretary shall perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board. CHAPTER III: Executive Committee 1. The EXECUTIVE COMMITTEE shall consist of the President, the Rector, and six or more Trustees appointed annually by the Rector and confirmed by the Board. The President shall chair the Committee. The Committee shall meet at such times as it or the Board may determine and at the call of the President, the Rector, or any two members of the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting thereof, and the action of a majority of the members of the Committee present at any meeting at which a quorum is present shall be the action of the Committee. The Secretary of the Corporation shall be the secretary of the Committee. Subject to the ultimate authority of the Board and between meetings of the Board, the Executive Committee shall possess the full authority of the Board in the management of the Corporation, except where the Board has by resolution expressly reserved to itself certain authority, and except for the election or removal of the Rector, a Trustee, or any Corporate Officer, or for the appointment of a Professor with tenure, and except for the sale of real estate forming a part of the University campus or within one-half mile thereof, and except for the amendment of these bylaws. At each meeting of the Board, the Secretary shall present the minutes of any interim meetings of the Committee. 1. The FACULTY shall consist of only those full-time personnel appointed under one of the following designations: President, Provost, Associate Provost, Professor, Associate Professor, Assistant Professor, or Instructor. The academic deans shall also be members of the faculty. Other employees of the University who have the privilege of teaching or research may be so designated by the Provost or President upon recommendation of the respective dean. Faculty in phased retirement shall also be considered faculty. As used in these bylaws, the term "Faculty" or "University Faculty" means the University faculty except where the reference is explicitly to the law or undergraduate faculty. 2. The PROVOST is the chief academic officer of the University, through direct reporting from the academic deans. The Provost is a tenured member of the faculty with rank in one of the University’s academic departments. In addition to the overall responsibility for the academic program, the Provost is responsible for the management of various University administrative areas to be assigned by the President. The Provost or the President’s designee shall chair the President’s Advisory Committee and shall perform such duties as may be assigned by the President. 3. The law and undergraduate faculties shall be responsible for the academic regulation of students, for entrance and graduation requirements, for the approval and supervision of courses of study, for the recommendation of students for degrees, and for the discipline and government of the students and all student organizations, respectively, except as set forth at Chapter V, Section 7. The law and undergraduate faculties may adopt such rules and regulations as may be necessary and proper for the discharge of their obligations. 4. The President shall be chair of the Faculty and shall preside at University and undergraduate meetings unless another member of the faculty is appointed by the President to preside. The Dean of the School of Law shall preside at meetings of law school faculty unless the President or another member of the law faculty is appointed to preside by the President or Dean of the School of Law. The academic Deans shall be appointed by the President, subject to the approval of the Board, and shall perform such duties as may be assigned to them by the President or the Faculty. The Provost shall be appointed by the President, subject to the approval of the Board, and shall perform such duties as may be assigned to him or her by the President. 5. At the call of the President, the University faculty shall meet not less often than once in the fall and once in the spring of each academic year. A majority of the members of the Faculty shall constitute a quorum for the transaction of business at any meeting thereof, and the action of a majority of the members present at any meeting at which a quorum is present shall be the action of the University faculty. The undergraduate faculty shall meet at the call of the President. The law faculty shall meet at the call of either the President or the Dean of the School of Law. The law and undergraduate faculties shall conduct business pursuant to their established rules. 6. In University, undergraduate, and law faculty meetings, members of the respective faculties and others who teach at least one-half of a normal teaching assignment, shall have the privilege of the floor. All such persons shall have the right to vote, except those whose non-renewable appointments are for one year or less. 7. The legislation, policies, and actions of the Faculty shall be subject to the ultimate authority of the Board, and the Board may call for and review the minutes and records of the Faculty at any time. 8. A Faculty member who does not hold a position with tenure may be removed by the President. A Faculty member who holds a position with tenure shall not be removed without the approval of the Board, and such removal shall not take place until a hearing pertaining to the cause of removal shall have been held, the hearing to be conducted in such manner and by such person or persons as the Board or the President may prescribe in each instance. The Board shall not act to approve the removal of a Faculty member with tenure until it shall have concluded that a hearing has been held and until it shall have specifically considered the adequacy of such hearing. In the event the Board should determine in a particular instance that a hearing has not been held or was inadequate, the Board or the President may order that another hearing be conducted. 1. Freedom of Worship Freedom of worship, as guaranteed by the laws of the State, shall be enjoyed by all connected with the University, and all sectarian influence in its government is hereby prohibited. 2. The Lee Memorial Chapel The chapel on the University grounds, erected during the presidency of General Robert E. Lee and under his direction, shall be known as "The Lee Memorial Chapel." This chapel may be used for the commencement and other University exercises and meetings, but it shall not be used for any meetings or purposes not in keeping with its consecrated character and the memorial and sacred purposes to which it is dedicated. 3. Founders' Day January 19 of each year, the anniversary of the birth of Robert E. Lee, has been designated and set apart by the Board of Trustees as Founders’ Day, and that day (or, when it shall fall on Saturday or Sunday, the preceding or following day) shall be observed annually, with appropriate commemorative exercises, including an appropriate address before the President, Faculty, officers, student body, alumni, and friends of the University by a speaker of high character and distinction, to be selected by the President and the Faculty, or an appropriate committee thereof. 4. Oath of Office Each Trustee, Rector, and President, when entering upon the duties of office, shall make oath or affirmation to the following effect before the Rector, Executive Committee, or Board: "I do solemnly swear (or affirm) that I will faithfully discharge the duties of the office to which I have been elected by the Trustees of Washington and Lee University, to the best of my skill and judgment, without fear, or favor. So help me God." 5. Honorary Degrees The President's Advisory Committee and the Rector of the Board shall constitute a Committee on Honorary Degrees which shall be chaired by the Provost. The Board, on its own initiative or upon recommendation of the Committee, may from time to time grant such honorary degrees as it deems proper, and must approve honorary degree recipients. 6. Advisory Committee To the end that the knowledge and views of the Faculty may be appropriately represented and understood in connection with certain important appointments, there shall be an Advisory Committee consisting of the Provost, the academic Deans and of six Faculty members selected from and by the undergraduate faculty and one Faculty member selected from and by the law faculty. The Board shall consult with the Committee in considering the selection of a President of the University. The President shall consult with the Committee in considering the selection of a Department Head or Dean and may consult with the Committee and with the appropriate Department Head or Dean in considering appointments to the Faculty. 7. The Honor System In keeping with cherished traditions, the Board of Trustees has delegated to the Student Body the authority to determine the circumstances under which and the cause for which a student is to be dropped from the rolls of the University for matters involving a violation of honor. In the fulfillment of this responsibility, the Student Body may create such student organizations and adopt such procedures as may be appropriate. An officer of the Executive Committee shall make a report to the Board at each of its meetings. 8. Indemnification The Corporation shall indemnify each Trustee and Officer and may indemnify any other employee or agent of the Corporation against liabilities (including judgments and fines and reasonable attorneys’ fees, costs, and expenses) incurred by him or her in connection with any actual or threatened action, suit, or proceeding, including a proceeding brought by or in the right of the Corporation, to which he or she may be made a party by reason of being or having been a Trustee, Officer, employee, or agent of the Corporation or any affiliated corporation (any of which actual or threatened actions, suits, or proceedings are hereinafter referred to collectively as a "proceeding"), except in relation to any proceeding in which he or she has been adjudged liable because of willful misconduct or a knowing violation of the criminal law or where a Trustee or Officer has been adjudged liable to the Corporation (such behavior is hereinafter referred to collectively as "misfeasance"). For Trustees and Officers, in the event of the
payment of a judgment or fine in any proceeding in which no determination
of misfeasance has been made, or in the event of a settlement or other
disposition of a proceeding, the Corporation shall indemnify each Trustee
or Officer against any payment For other employees or agents, in the event of
the payment of a judgment or fine in any proceeding in which no
determination of misfeasance has been made, or in the event of a
settlement or other disposition of a proceeding, the Corporation may
indemnify such employees or agents against any payment The Corporation shall pay for or reimburse the reasonable expenses incurred by any Trustee or Officer, and may pay for or reimburse the expenses incurred by any other employee or agent, who is a party to a proceeding in advance of final disposition of the proceeding if a determination is made that the facts then known to those making the determination would not preclude indemnification, and if the Trustee, Officer, employee, or agent has advised the Corporation in writing that he or she believes in good faith that he or she has not engaged in misfeasance, that he or she believed his or her conduct was in the best interests of the corporation, and that he or she will repay the advance if misfeasance or failure to meet the standard of conduct prescribed by Va. Code 13.1-878, as amended, on his or her part should ultimately be determined. The Corporation may further indemnify any Trustee, Officer, employee, or agent in any other manner permitted by law and shall indemnify them if so directed by the Board of Trustees and permitted by law. The right of indemnification hereby provided shall be administered consistently with Section 13.1-875, et seq of the 1950 Code of Virginia, as it may be amended from time to time, and shall not preclude any other rights to which any Trustee, Officer, employee, or agent may be entitled pursuant to applicable law. 9. Amendment of Bylaws These bylaws may be amended by the affirmative vote of a majority of the members of the Board in office at any meeting of the Board. Any bylaw provision that requires the affirmative vote of more than a majority of the members of the Board in office for action, shall be amended only by such extraordinary vote. Amended and effective as of October 10, 2002. Revised February 9, 2002 Revised October 10, 2002 Revised February 8, 2003
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