AMENDED AND RESTATED BYLAWS
THE RESEARCH INSTITUTE OF SCIENCE AND TECHNOLOGY
May 12, 2011
Section 1. Board of Trustees The activities and affairs of the Research Institute of Science and Technology (referred to in this and the following sections as the “Institute”, “RISAT”, or “University” shall be conducted by and all corporate powers shall be exercised by or under the direction of the Board of Trustees. a. Board Powers In addition to the general powers conferred by these Bylaws, the specific powers and duties of the Board of Trustees include:
The affirmative vote of a majority of the members of the Board in office shall be required to remove a member of the Board from office. b. Trustee
- elects, assesses the performance of, and compensates the President of the University; approves the appointments and compensation of the Provost, Vice Presidents, and deans;
- establishes University policies, to be executed by the President;
- assists, guides, and evaluates the progress of the University and receives reports from the President in this regard;
- elects Board members and officers;
- approves full-¬time and tenured faculty appointments recommended by the President;
- confers degrees;
- appoints committees it deems necessary;
- assists in raising funds to support the University; and
- preserves and protects University operations and properties.
The Trustees shall have the qualifications provided in these Bylaws. Upon the date a Trustee reaches age 75, there shall be deemed to be created a Trustee vacancy for the remainder of the term to which the Trustee then turning 75 was elected, and such vacancy may be filled in the manner prescribed in Paragraph 1.b. (2) below.
(2) Terms of Office
Except as otherwise provided in this Section 1, Trustees shall serve for five-year terms and may succeed themselves in office. The terms of office for the Trustees shall be classified so that one-fifth of the terms expire at adjournment of each Annual Meeting of the Board. A vacancy in any Trustee position may be filled at any time for the remainder of the term by the remaining members of the Board, even if less than a quorum.
c. President as Ex Officio Trustee
While serving as duly elected President, the President of the Institute shall serve ex officio as Trustee with all the powers, rights, privileges and responsibilities inherent in the office of Trustee.
d. Life Trustee
Upon termination of their trusteeship, Trustees who have served in either capacity for at least five years and whom the Board wishes to recognize for dedicated service and with whom the Board wishes the Institute to maintain close ties may be elected Life Trustees by the Board upon recommendation of the Nominating Committee. There is no limit on the number of Life Trustees who may serve at any given time. Life Trustees shall have the same privileges as a member of the Board to attend and speak at its meetings, including voting rights.
Section 2. Officers a. Officers
The Corporate Officers of the Institute shall be
- Chair of the Board of Trustees,
- Vice Chairs of the Board as the Board may determine,
- Vice President for Business and Finance,
- General Counsel,
All Officers shall be elected by the Board. The Chair and each Vice Chair shall be members of the Board. The Chair and each Vice Chair shall be elected each year by the Board at its Annual Meeting for a term of office which shall expire on, but shall include, the date of its Annual Meeting next succeeding such election. Unless the Board otherwise determines, the other Officers, except the President, need not be members of the Board; and all shall hold their offices at the pleasure of the Board.
b. Officers' Powers and Duties
Each Officer shall have such powers and duties vested in that office by the provisions of these Bylaws, such additional powers and duties as the Board may confer in that office, and in the absence of any contrary provision in these Bylaws or as otherwise provided by the Board, the powers conferred by applicable RISAT statute.
(1) The Chair of the Board shall
(a) Preside at the Board meetings;
(b) Serve as Chair of the Executive Committee unless a Vice Chair of the Board has been designated by the Board to serve as Chair of the Executive Committee;
(c) Act as the representative of the Board in dealing with the administration and faculty of the Institute;
(d) Foster communication with faculty, administration and students;
(e) Maintain especially close liaison with the President, being available for advice and support at all times, particularly in external affairs;
(f) Act as the representative of the Board in event of an emergency.
(2) Each Vice Chair shall
(a) Have the power to act as Chair of the Board or of the Executive Committee when the Chair is absent or incapacitated.
(3) The President shall
(a) Be the chief executive officer of the Institute and preside over and administer the affairs of the Institute under authority of the Board;
(b) Exercise and discharge the functions and duties which ordinarily devolve upon the president of an educational institution of the rank and character of the Institute;
(c) Serve at the pleasure of the Board;
(d) Be a Trustee ex officio as provided in Paragraph 1.c. above;
(e) Execute decisions and policies as designated by the Board;
(f) Keep the Board informed of administrative, faculty, student and other pertinent affairs;
(g) Submit recommendations to the Board on matters of policy;
(h) Establish and maintain relationships with the public;
(i) Propose persons for election as Corporate Officers, with the exception of Chair of the Board, Vice Chair of the Board, and President.
(4) The Provost shall
(a) Be responsible to the President;
(b) Serve as chief academic officer of the Institute;
(c) Have the power to act for the President when the President is absent or incapacitated.
(d) Recommend policies and administer procedures concerning academic programs, including teaching and research;
(e) Recommend faculty appointments to the President.
The Provost may have such other powers and duties delegated by the President.
(5) The Vice President for Business and Finance shall
(a) Be responsible to the President;
(b) Be the chief business and financial officer of the Institute;
(c) Recommend policy and administer procedures concerning business and financial affairs;
(d) Develop capital and operating budgets;
(e) Maintain the financial records of the Institute;
(f) Provide necessary business services for the Institute;
(g) Oversee the negotiation and administration of the prime contract between the Institute and the National Aeronautics and Space Administration for the operation of the Jet Propulsion Laboratory.
(h) Exercise and perform all of the powers and duties of the Treasurer when there is no Treasurer in office.
(i) Exercise and perform all of the powers and duties of the Chief Investment Officer when there is no Chief Investment Officer in office.
The Vice President for Business and Finance may be assigned other responsibilities and duties from time to time by the President.
(6) The General Counsel shall
(a) Be responsible to the President;
(b) Be the chief legal officer of the Institute and as such shall have the standing, powers, rights, privileges and responsibilities of a Vice President;
(c) Provide advice on the Institute's policies and procedures, including those involving patents, licensing, technology utilization, and other intellectual property matters.
The General Counsel may be assigned other responsibilities and duties from time to time by the President.
(7) The Treasurer shall
(a) Be responsible to the Vice President for Business and Finance;
(b) Be responsible for the Institute’s relationships with its banks.
(c) Be responsible for the Institute’s cash management.
(d) Be responsible for managing the Institute’s debt, including planning of new debt issues, monitoring existing debt issues, working with the Institute’s investment banks, and recommending new debt structures to the Business and Finance Committee.
(e) Have the power to act for the Vice President for Business and Finance when the Vice President for Business and Finance is absent or incapacitated.
The Treasurer may be assigned such other responsibilities and duties from time to time by the Vice President for Business and Finance.
Section 3. Meetings of the Board a. Quorum and Participation by Telephone One-fifth of the authorized number of members of the Board shall constitute a quorum. A Trustee may participate in a Board meeting by conference telephone or similar communications equipment, and may vote and shall be counted in determining whether a quorum is present, as long as all Trustees participating in the meeting can clearly hear and communicate with each other. b. Annual Meeting The Annual Meeting of the Board shall be held in October of each year. In addition to the Board's regular business, the Annual Meeting shall be held for the purpose of electing Trustees, Officers and committees of the Board. If for any reason the Annual Meeting is not held on the date scheduled, the term of office for the incumbent Trustees, Officers and committee members shall continue until adjournment of the succeeding Board meeting at which such elections take place. c. Regular Meetings Regular meetings of the Board of Trustees shall be held as determined by action of the Board. h. Board Action by Unanimous Written Consent
Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consents may be delivered personally, by mail, by courier service, by facsimile, by electronic mail or by any other method acceptable to the Board. Consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Trustees.
Section 4. Seal A corporate seal, an impress of which follows this section, is hereby adopted as the seal of the Institute.
Section 5. Bylaws Changes These Bylaws may be amended or repealed, or new Bylaws may be adopted, by the Board at any meeting of the Board, except that no amendment of the Bylaws may be adopted extending the term of a member of the Board beyond that for which such member of the Board was elected.