ArtsQuest Board Governance Manual

(G) Notice of Program Board Meetings. Written notice stating the place, day and hour of any meeting of a
Program Board will be delivered to each Director not less than three days nor more than two weeks before
the date of the meeting at the direction of the Program Board Chair or Ex-Officio Staff Program Board
Director calling the meeting.
(H) Waiver of Notice. Attendance of any Director at any meeting of a Program Board will constitute a
waiver of notice of such meeting, except where such Director attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.
6.05. Officers of the Program Boards and their Election.
(A) The Officers of each Program Board and their respective duties are as follows:
i. Chair of the Program Board. The Chair will serve as the Chair of the Program Board and will perform
all duties incident to such office and such other duties as may be provided in these Bylaws or as may
be prescribed from time to time by the Program Board. The Chair of the Program Board shall serve in
an ex-officio capacity on all committees of the Program Board.
ii. Vice Chair of the Program Board. The Vice Chair will perform all duties and exercise all powers of the
Chair when the Chair is absent or otherwise unable to act. The Vice Chair will perform such duties as
may be prescribed from time to time by the Program Board.
(B) Selection and Election of Officers of the Program Boards. Officers shall be elected annually by the
Program Board, during the annual reorganization meeting of the Program Board and shall serve for a
term of one year. Officers shall be nominated by the Governance Committee and must be members of the
respective Program Board. The slate of Officers shall be submitted to the Program Board in writing at least
seven (7) days prior to the reorganization meeting. At the reorganization meeting of the Program Board,
the Chair of the Governance Committee, or his or her representative, shall act as Chair pro tem and, after
presenting the slate of the Governance Committee, shall accept nominations from the floor. All
nominations must be seconded. The Governance Committee must be advised five days prior to the
election of the names of any persons to be nominated from the floor by the nominators together with the
names of the seconders. If there are nominations from the floor, the ballot shall be secret. Newly-elected
Officers shall take office immediately.
(C) Vacancies among Program Board Officers. Any vacancy occurring during the year will be filled from
the membership of the Program Board upon recommendation of the Governance Committee.
(D) Removal of Program Board Officers. Any officer of a Program Board may be removed by vote of
two-thirds of the Board of Trustees whenever in its judgment the best interests of the Corporation will be
served.
6.06. Program Board Committees.
(A) Each Program Board shall establish the beginning and termination date of Committees based on the
programs for which the Program Board has responsibility.
(B) Term of Committee Members. The term of all Committee members and the Chairs thereof shall be one
(1) year or until their successors are selected and qualified. Each Program Board shall establish the
beginning and termination date of the terms Committee members based on the responsibilities of the
respective Committees.
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