AMSOL Bylaws

Because there have been numerous questions raised about how the proposed term limits would affect various existing board members, I am posting Section II of the AMSOL bylaws that deal with such matters.

SECTION II THE BOARD OF GOVERNORS

1. All powers for the governance of the Ave Maria School of Law shall be vested in a Board of Governors which shall consist of such number of Governors not less than thirteen (13) nor more than twenty five (25) as shall from time to time be fixed by resolution of the Governors. The Board of Governors shall exercise all rights and shall be subject to all obligations required of directors or Governors under the Michigan educational and/or non-profit corporation acts.

2. The following persons shall be ex officio Governors of the Ave Maria School of Law: the Dean and, unless such person is serving as a Governor of the School of Law upon election by the Board of Governors, the Chairman of the Board of the Ave Maria Foundation or its successor. The term of office of such ex officio Governors shall be coextensive with their incumbency in their other respective offices.

3. The Governors, other than ex officio Governors, shall be elected at the annual meeting of the Board of Governors. With the exception of those Governors that are elected to the position of
Governor at the commencement of the School of Law, the term of Governor shall be three (3) years. The initial Governors shall be appointed to initial terms of three, four or five years, with one third of such Governors having an initial term of three years, one third having an initial term of four years and the remaining Governors having a term of five years. Governors may be reappointed as Governor upon the expiration of their expiring term.

4. The Governors may grant a leave to a Governor, provided however, that no more than three (3) Governors may be serving as Governor under a leave of absence. When a vacancy occurs among the Governors (other than ex officio Governors), the Nominating Committee of the Board of Governors (as hereinafter constituted) shall nominate a candidate or candidates to fill such vacancy and shall report its nominations to the Board of Governors who shall determine if such nomination shall be confirmed by election.

5. The Board of Governors by a two-thirds (2/3) vote of all of its members may remove any Governor from office, after giving the Governor an opportunity to be heard, if in the opinion of the Board the welfare of the Ave Maria School of Law requires such action.

6. A retired Governor shall have the status of Life Governor and by virtue thereof shall receive notice of all meetings of the Board of Governors may attend all of its meetings and meetings of any Committee of the Board of his or her choice, and may participate in the discussions and deliberations of the Board and of any such Committee, but shall have no right to vote. Governors who shall reach the retirement age before the expiration of the term for which they are nominated may be elected to a shorter term, coincident with their retirement date.
Any Governor who has not reached retirement age, but who shall have served at least four full terms, may request that he or she become a Life Governor and shall assume such status upon the approval of the Board of Governors.
A retired Dean of the Ave Maria School of Law may, by resolution of the Board, be designated, respectively, Dean Emeritus and having been a Governor of the Ave Maria School of Law, by reason of his respective prior office, may be designated a Life Governor and as such shall be privileged to attend all meetings of the Board, serve on one or more committees of the Board and perform such other functions as the Chairperson of the Board or the Dean of the Ave Maria School of Law may from time to time request.

7. The Board shall hold at least two (2) regular meetings in each academic year, one in the Spring and the other in the Fall of the year. Special meetings may be called by the Chairperson of the Board, the Chairperson of the Executive Committee, or by any four (4) or more
Governors. The Secretary of the Board shall give at least thirty (30) days prior written notice of all meetings of the Board. Meetings of the Board may be held, within or without the State of Michigan.

8. A majority of the Board shall constitute a quorum competent for the transaction of business at meetings of the Board.

9. The Board shall elect from its own members a Chairperson and a Secretary. The Board may appoint an Assistant Secretary who need not be a Governor.

10. The Chairperson of the Board shall preside at all meetings of the Board, shall, subject to the qualifications set forth in these Bylaws, execute all legal documents, instruments and communications on behalf of the Board, shall appoint members to ad hoc committees of the Board not otherwise provided for in these Bylaws, and shall perform such other dudes as may be directed from time to time by the Board. The Chairperson shall be elected for a two (2) year term and may, from time to time, be reelected to such office.
The Board may elect from its lay membership a Vice Chairperson whose term of office shall be coterminous with that of the Chairperson. The Vice Chairperson shall have such responsibilities as the Board or the Chairperson may from time to time prescribe. In the absence or disability of the Chairperson, the Vice Chairperson shall be Acting Chairperson and shall perform the various functions of the Chairperson as set forth in the first paragraph of Article 10 of this Section 1. The Vice Chairperson shall be elected for a two (2) year term (unless elected during the term of the Chairperson) and may from time to time be reelected to such office. A retired Chairperson of the Board of Governors may be designated Chairperson Emeritus by resolution of the Board, and such person shall be privileged to attend all meetings of the Board, to serve on one or more committees of the Board, and to perform such other functions, consistent with these Bylaws, as the Chairperson of the Board or the Dean of the Ave Maria School of Law may from time to time request.
The Chairperson Emeritus, who has been appointed a Life Governor, may participate in all discussions at Board and Committee meetings but shall not have the right to vote.

11. The Secretary of the Board shall keep a record of all votes and minutes of the proceedings of the Board, shall perform such other duties as are conferred by these Bylaws, and have such other powers and duties as may be conferred from time to time by the Board. By appropriate resolution the Board may designate the Assistant Secretary to perform any of such functions.

12. The Chairperson may designate a Governor to act as liaison for any advisory or faculty committees of the Ave Maria School of Law for the purpose of attending meetings of the committee involved and reporting to the Board of Governors any recommendations of such committee that merit or require consideration by the Board of Governors.