ARTICLE II: BOARD MEMBERS

Section 1. Numbers.  The number of members of the Consortium Board shall be no more than seven (7).  The Board shall consist of no more than five (5) representatives of the member institutions whose financial commitment, in the prior fiscal year, was the greatest, and two (2) members elected biennially by the balance of the remaining members, one each on alternating years. Changes of Board membership shall be effective July 1 of each year.

Section 2. Composition of the Board.  The Board shall be composed of the highest-ranking official of the member institution, or their designee.  In the event that any regularly appointed Board member (see Article II, Section 3) cannot attend a Board meeting, that Board member may send an alternate from the same institution, with written confirmation of voting authority, to take his or her place at the meeting.  This applies to both regularly scheduled Board meetings and special Board meetings.

Section 3. Terms of Board Members.  An individual may continue to represent his/her institution on the Board as long as he/she remains the highest-ranking official (or their designee) within the member institution and as long as the member institution is entitled to Board representation.

Section 4. Vacancies.  Any vacancy shall be filled as soon as practical upon appointment by the member institution and acceptance by the existing Board members, with a vote of approval.

Section 5. Powers.  The Consortium Board shall govern the affairs of the Consortium and in connection there with may exercise all of the powers of the Consortium as provided for in these Bylaws. In order to vote, a board member or alternate must be able to participate in the discussion. Proxy votes of those not in attendance will not be allowed. The number of affirmative votes required for a motion to pass must equal a simple majority of the total Board membership.