ASSU Documentation

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==== ARTICLE 3 ====

BOARD OF DIRECTORS
  - **__Powers__**: The activities and affairs of the Company shall be conducted, and all its powers shall be exercised, by or under the direction of the Board of Directors. Subject to the provisions of this Charter, the Board of Directors may delegate the management of the activities of the Company to any person or persons, management company or committee, however composed, provided that the activities and affairs of the Company shall be managed and all its powers shall be exercised under the ultimate direction of the Board of Directors.
  - **__Appointment and Number__**: The members of the Board of Directors of the Company (individually a “Director” and, collectively, the “Directors”) shall be nominated by the Undergraduate Senate, Graduate Student Council, ASSU executive, or the Board of Directors and approved by the Board of Directors. The number of Directors shall be determined by the Board, but shall be not less than seven or more than fourteen. The Board of Directors shall be composed of three categories of Directors: University administrators, outside business people, current Stanford students. Each group will be composed of not less than two and not more than four Directors. Upon completion of the CEO’s final year, and pending approval of the Board, he will be appointed to a one-year renewable directorship.
  - **__Term__**: Directors shall serve for a two-year renewable term,. No person shall be eligible for appointment to a term beginning less than one year after service of three consecutive full terms. Directors who are employees of and appointed by reason of their position with the ASSU or any affiliated organization shall serve only during their term of employment in such management position by the ASSU or such organization. Such Directors shall cease to be Directors upon termination of such employment.
  - **__Fiduciary Duty__**: Each Director shall act as a fiduciary of the ASSU and shall perform all of such Director's duties in good faith, in a manner such Director believes to be in the best interests of the ASSU, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
  - **__Avoidance of Conflict of Interest__**: In light of the investment discretion delegated to the Company, and in order to avoid any possible conflict of interest or appearance of conflict of interest, any Director aware of a material financial interest he or she has in any transaction in which the Company has or will take part, immediately upon becoming aware of such interest, shall disclose such interest to the Board of Directors, and the Board of Directors shall take such other action, if any, as may be warranted. Such Director's vote will not be counted in any vote taken by the Board of Directors relating to such transaction.
  - **__Compensation__**: The Directors shall serve without compensation except that University administrators may be compensated by the University for the time spent performing duties for the Company. Nothing herein shall preclude the payment of compensation to an employee of the ASSU or the University or other affiliates who also serves as a Director.
  - **__Resignation__**: Any Director may by written notice to the Board of Directors resign as a Director, effective upon receipt of such notice by the Board of Directors.
  - **__Removal__**: Any Director may be removed from office by a two-thirds vote of the Board of Directors.
  - **__Vacancies__**: A vacancy on the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any Director, or upon increase in the authorized number of Directors or if, for whatever reason, there are fewer Directors on the Board of Directors than the full number authorized. Such vacancy or vacancies may be filled by the remaining members of  the Board of Directors.
  - **__Regular and Special Meetings__**: Unless otherwise determined by the Board of Directors, regular meetings shall be held at least four times each year at the time and place specified in the notice of meeting sent by the Chair to each Director. Special meetings may be called by the Chair upon written request joined by at least one other Director. Special meetings shall be held at the time and place as shall be specified in the notice of meeting.
  - **__Notice of Meetings__**: Due notice of all meetings of the Board of Directors shall be sent to each Director by mail, telegraph, fax, or telephone. The sending of a notice by mail not less than ninety-six hours before, or by telegram, fax or telephone not less than twenty-four hours before any meeting shall be sufficient notice of such meeting. Notice shall be given to each Director at the address specified by such Director.
  - **__Quorum__**: A majority of the approved number of Directors shall constitute a quorum of the Board of Directors. When a quorum is present at any meeting, a majority of the Directors present may take any action, except when a larger vote is required by this Charter or by action of the ASSU.
  - **__Telephonic Meetings__**: The Directors may participate in meetings of the Directors or committees of the Directors by means of a conference telephone or similar communications equipment which enables all persons participating in the meeting to hear each other. Participation in a meeting pursuant to this section shall constitute presence at such meeting.
  - **__Conduct of Business Between Regular Meetings__**: If the Chair and the President and Chief Executive Officer of the Company (the “CEO”) determine that action of the Board of Directors is required before its next regular meeting, then the following, when in unanimous agreement, shall have and exercise the power of the Board of Directors in all matters: the Chair, the CEO and any two other Directors, at least one of whom shall be a student. Any action taken under these procedures shall be reported to, and approved by, the Board of Directors at its next regular meeting.
  - **__Adjournment of Meetings__**: Any meeting of the Board of Directors, whether or not a quorum is present, may be adjourned to another time and place by the affirmative vote of a majority of the Directors present. If the meeting is adjourned for more than twenty-four hours, notice of such adjournment to another time and place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
  - **__Organization of Meetings__**: The Chair of the Board of Directors, if present shall preside at every meeting of the Board of Directors. If the Chair is not present, a Director chosen by a majority of the Directors present shall act as Chair. The Secretary of the Company or, in the absence of the Secretary, any person appointed by the Chair shall act as secretary of the meeting.
  - **__Committees__**: The Board of Directors may establish such committees whether special or standing, as may be determined by the Board of Directors. There shall be two permanent standing committees, Audit and CEO Compensation. Each shall have at least one outside director that is not a Student or University Administrator. A Director must serve on the Board for six months before they may be appointed to a permanent committee.
ASSU Documentation

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