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Article III
Board of Directors
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Section 3.1
Authority
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Subject to any limitations set forth elsewhere in these Bylaws
or the Articles of
Incorporation of the Council, the affairs
of the Council shall be under the general
direction of a Board
of Directors which shall administer, manage,
preserve and protect the property of the Council. |
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Section 3.2
Number and Term
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The Board of Directors shall consist of a minimum of eleven (11)
voting
Directors and a maximum of nineteen (19) voting
Directors (the actual number to be determined
from
time to time by a resolution of the Board
of Directors). The Directors shall be divided
into two
categories (which categories need not reflect
a pro rata composition of the two (2) categories
of Board
members described in Section 3.3 (b) herein).
To aid the Board, there shall also be such
ex-officio
designees, as may be designated and/or invited
from time to time by the Board of Directors
(ex-officio
designees shall be nonvoting). The initial
Directors and their terms shall be as listed
on Exhibit 1
attached hereto. Other than the initial Directors,
each Director shall serve for a term of three
years or
until such Director’s successor has
been duly elected and qualified or until the
Director’s earlier death,
resignation or removal. No Director shall
be eligible to serve more than three consecutive
elected terms.
A person may become eligible to serve on the
Board of Directors again after a period of
two (2)
consecutive years has elapsed. Membership
on the Board of Directors is held by elected
individuals, not
institutions, associations, or corporations.
Board membership is non-transferable, but
a non-voting exofficio
designee may attend at the request of an absent
Director, subject to approval of the majority
of
the seated quorum. |
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Section 3.3
Elections
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- The Board initially shall be composed
of persons elected by a transition committee
for the ACCGC. Thereafter, all new Directors
shall be elected by the Board of Directors.
- Membership of the Board of Directors
will be composed of two (2) categories
of Directors to include a maximum of eight
(8) individuals who are employed in the
graphic communications industry, and a
maximum of eleven (11) individuals who
are full-time educators from within graphic
communications baccalaureate degree programs
who have at least three (3) years in a
tenure track position and hold at least
assistant professor rank.
- Under no circumstance may there be more
than one council Director employed by
the same educational institution, organization,
or company serving on the Council at the
same time.
- It shall be the responsibility of the
Nominating Committee to seek nominees
to fill vacancies to maintain as nearly
as possible the eleven educator/eight
industry leaders structure of the Board.
In addition, a representative mix of educators
from large, medium, and small graphic
communications programs shall be preserved,
as well as a representative mix of industry
leaders from a variety of printing processes
and various graphic communications trade
and professional organizations, associations,
or foundations.
- The Nominating Committee Chair shall
inform the Executive Committee and/or
the Board of Directors, as the case may
be, of the names of persons who are nominated
for election or appointment to the Board
of Directors as herein required. Any Director
may submit to the Nomination Committee,
in writing and no later than 90 days before
the Annual Meeting, the name of one or
more eligible persons as nominees for
Directors of the Council, such names shall
be included in the ballot on which all
current Directors shall (may) vote. Ballots
shall be prepared by the Managing Director
and mailed to the Directors entitled to
vote no later than 60 days prior to the
Annual Meeting. Directors shall return
their ballot on which a vote has been
cast no later than 30 days prior to the
annual meeting. The ACCGC President (may
delegate task to the Managing Director)
shall notify all nominees of the election
results no later than 20 days prior to
the Annual Meeting.
- Unless otherwise specified at the time
of the election, new Directors shall begin
their terms
immediately after the Annual Meeting of
the ACCGC or at a special meeting called
for such
purpose.
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Section 3.4
Vacancies
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Vacancies occurring on the Board by death, resignation, inability
to serve, increase
in the number of Directors or otherwise shall
be filled by appointment by the Executive
Committee to
serve for the unexpired portion of the term
of the Director being replaced; provided,
however, that any
successor Director shall be a member of the
same category of the Board vacancy being filled.
Directors
appointed to fill an unexpired term shall
retain eligibility for nomination to serve
two (2) additional
consecutive terms as Director |
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Section 3.5
Compensation
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No compensation shall be paid to any Director for services as
a Director but, at
the discretion of the Board, a Director may
be reimbursed for travel and actual expenses
necessarily
incurred in attending meetings and performing
other duties on behalf of the Council. |
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Section 3.6
Meetings
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The Board shall meet annually at a date and time established by
the Board. The
meeting following the close of the Council’s
fiscal year or such other time as the Board
may designate
from time to time by resolution shall be the
annual meeting of the Board. Special meetings
shall be
called by the Secretary upon the order of
the Council President or Vice-President or
at the written
request of a number of Directors constituting
a quorum of the Directors then in office and
entitled to
vote. All meetings of the Board of Directors
shall be held at the registered office of
the Council unless
otherwise designated in the notice. A Board
member who misses two (2) consecutive meetings
may be
removed by the majority vote of the Board
of Directors. |
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Section 3.7
Quorum
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At all meetings of the Board of Directors, the presence of a majority
of the Directors
in office and entitled to vote shall constitute
a quorum. In addition to those Directors who
are actually
present at a meeting, Directors shall be deemed
as present at such meeting if a telephone
or similar
communication equipment is used by means of
which all persons participating in the meeting
can hear
each other at the same time. The act of a
majority of the Directors entitled to vote
at a meeting at which
a quorum is present shall be the act of the
Board. A majority of the Directors present
and entitled to
vote, whether or not a quorum exists, may
adjourn any meeting of the Board to another
time and place.
Notice of any such adjourned meeting shall
be given to the Directors who are not present
at the time of
adjournment. |
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Section 3.8
Voting
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Each Director entitled to vote shall be entitled to one vote on each matter
submitted to a vote of the Board of Directors.
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Section 3.9
Notices
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Written notice of the date, time and place of each meeting of
the Board of Directors
shall be given to all Directors at least thirty
(30) days in advance of the date of the Annual
Meeting and
at least ten (10) days in advance of the date
of special meetings. Such notice shall set
forth the date,
time and place of the meeting. For special
meetings, the notice shall also state the
general nature of the
business to be transacted. Such notice shall
be given at the direction of the Secretary
or another
designated officer of the Council and shall
be given to each Director, either personally
or by sending a
copy thereof by first class or express mail,
postage prepaid, or by telegram (with messenger
service
specified), electronic mail (e-mail), telex
or TWX or courier service, charges prepaid,
or by facsimile to
each Director’s address (or e-mail,
telex, TWX or facsimile number) appearing
on the records of the
Council. If the notice is sent by mail, courier
service or telegraph, it shall be deemed to
have been given
to the person entitled thereto when deposited
in the United States mail or with a courier
service or
telegraph office or in the case of telex or
TWX, when deposited, or in the case of facsimile
when
transmitted. Notice of an adjourned meeting
shall be deemed to have been announced at
the time of
adjournment. |
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Section 3.10
Waiver of Notice
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Whenever any written notice whatsoever is required to be given
under the
provisions of applicable law, the Articles
of Incorporation of this Council, or these
Bylaws, a waiver of
such notice in writing signed by the person
or persons entitled to notice, whether before
or after the
time stated in such waiver, shall be deemed
equivalent to the giving of such notice. In
the case of a
special meeting, such waiver of notice shall
specify the general nature of the business
to be transacted.
Attendance of a Director at a meeting shall
constitute a waiver of notice of the meeting
unless the
Director attends for the express purpose of
objecting, at the beginning of the meeting,
to the transaction
of any business because the meeting was not
lawfully called or convened. |
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Section 3.11
Interested Directors
or Officers
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- No contract or transaction between the
Council and one or more of its Directors
or officers or between the Council and
any other corporation, partnership, association,
or other organization in which one or
more of the Council’s Directors
or officers are Directors or officers,
or employees, or have a financial interest,
shall be void or voidable solely for such
reason, or solely because a Director or
officer of the Council is present at or
participates in the meeting of the Board
of Directors which authorizes the contract
or transaction, or solely because the
votes of such Director or officer are
counted for such purpose, if
- the material facts as to the relationship
or interest and as to the contract
or transaction are disclosed or are
known to the Board of Directors and
the Board in good faith authorizes
the contract or transaction by the
affirmative votes of a majority of
the disinterested Directors even though
the disinterested Directors are less
than a quorum; or
- the contract or transaction is fair
as to the Council as of the time it
is authorized, approved or ratified
by the Board of Direct
- Common or interested Directors may be
counted in determining the presence of
a quorum at a
meeting of the Board which authorizes
a contract or transaction specified in
subsection (a) of this
section. The minutes of the meeting shall
reflect that a disclosure was made, the
abstention from
voting and the effect on the quorum.
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Section 3.12
Standard of Care
and Fiduciary Duty
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Each Director shall stand in a fiduciary relation
to this Council and shall perform his or her duties as a Director, including his or her duties as a
member of any committee of the Board upon which the Director may serve, in good faith, in a
manner the Director reasonably believes to be in the best interests of this Council, and with such
care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use
under similar circumstances. In performing his or her duties, each Director shall be entitled to rely
in good faith on information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by any of the following:
- one or more officers or employees of this Council whom the Director reasonably believes to
be reliable and competent in the matters presented;
- counsel, public accountants or other persons as to matters which the Director reasonably
believes to be within the professional or expert competence of such persons; and
- a committee of the Board of this Council upon which the Director does not serve, as to
matters within its designated authority, which committee the Director reasonably believes to
merit confidence.
A Director shall not be considered to be acting in good faith if the Director has knowledge
concerning the matter in question that would cause his reliance to be unwarranted.
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Section 3.13
Factors Which
May Be Considered
by Directors
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In discharging the duties of their
respective positions, the Board of Directors, committees of the Board and individual Directors
may, in considering the best interests of this Council, consider to the extent they deem appropriate:
- the effects of any action upon any or all groups affected by such action, including
institutions, employees, suppliers, customers and creditors of the Council, and upon
communities in which offices or other establishments of the Council, are located;
- the short-term and long-term interests of the Council, including the benefits that may accrue
to the Council from its long-term plans and the possibility that these interests may be best
served by the continued independence of the Council;
- the resources, intent and conduct (past, stated and potential) of any person seeking to acquire
control of the Council; and
- all other pertinent factors.
The Board of Directors, committees and Directors are not required, in considering the best interest
of the Council or the effects of any action, to regard any corporate interest or the interests of any
particular group affected by such action as a dominant or controlling interest or factor. The
consideration of interests and factors in the manner described in this section shall not constitute a
violation of Section 3.12 hereof. The fiduciary duty of Directors shall not be deemed to require
them to act as the Board of Directors, a committee or an individual Director solely because of the
effect such action might have or an acquisition or potential or proposed acquisition of control of
the Council or the consideration that might be offered or paid to Directors in such an acquisition.
Absent breach of fiduciary duty, lack of good faith or self-dealing, any act as the Board of
Directors, a committee of the Board or an individual Director shall be presumed to be in the best
interests of the Council. In assessing whether the standard set forth in Section 3.12 hereof has been
satisfied, there shall not be any greater obligation to justify, or higher burden of proof with respect
to, any act as the Board, committee or an individual Director relating to or affecting an acquisition
or potential or proposed acquisition of control of the Council than is applied to any other act as a
Board, committee or individual Director. Notwithstanding the preceding provisions of this Section
3.13, any act as the Board, committee or an individual Director relating to or affecting an
acquisition or potential or proposed acquisition of control to which a majority of the disinterested
Directors shall have assented shall be presumed to satisfy the standard set forth in Section 3.12,
unless it is proven by clear and convincing evidence that the disinterested Directors did not assent
to such act in good faith after reasonable investigation.
The term disinterested Director means, solely for the purpose of this section, a Director of the
Council other than:
- a Director who has a direct or indirect financial or other interest in the person acquiring or
seeking to acquire control of the Council or who is an affiliate or associate of, or was
nominated or designated as a Director by, a person acquiring or seeking to acquire control of
the Council; or
- depending upon the specific facts surrounding the Director and the act under consideration,
an officer or employee or former officer or employee of the Council.
A person shall not be deemed to be other than a disinterested Director solely by reason of any or all
of the following:
- the receipt by the Director of director's fees or other consideration as a Director;
- any interest the Director may have in retaining the status or position of a Director;
- the former business, education or employment relationship of the Director with the Council; or
- receiving or having the right to receive retirement or deferred compensation from the Council
due to service as a Director, officer or employee.
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Section 3.14
Rules and Regulations
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The Board of Directors may adopt rules and regulations not
inconsistent with these Bylaws for the administration and conduct of the affairs of the Council and
may alter, amend or repeal any such rules or regulations adopted by it. Such rules and regulations
may be amended by majority vote of the Directors present and entitled to vote at a meeting of the
Directors where a quorum is present.
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Section 3.15
Removal of Directors
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The Board of Directors, by a majority vote of all of the Directors,
may declare vacant the office of a Director who is declared of unsound mind by an order of the
court or is convicted of a felony or other cause. "Other cause" shall mean any action or inaction
which, in the sole discretion of the Board, materially and adversely affects or may affect the
Council, including, but not limited to, absence from two (2) consecutive Board meetings.
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Section 3.16
Consents
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Any action which may be taken at a meeting of the Directors may be taken
without a meeting, if a consent or consents in writing setting forth the action so taken shall be
signed by all of the Directors in office and entitled to vote and shall be filed with the Secretary of the Council.
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