Advisory Board By-Laws
of
The Millstein Center for Corporate Governance and Performance
Article I. NAME
The name of this advisory board shall be the Millstein Center for Corporate Governance and Performance Advisory Board (the “Advisory Board”).
Article II. PURPOSE
The purpose of the Advisory Board shall be to provide advice, guidance and support for, and advocacy for, the Millstein Center for Corporate Governance and Performance (the “Center”) within the context and parameters of its mission.
Responsibilities of the Advisory Board shall include:
Article III. ADVISORY BOARD STRUCTURE
Section 3.01 Membership. The Advisory Board shall consist of no more than forty (40) members.
Section 3.02 Ex-Officio Member. The Executive Director and the Faculty Director of the Center shall be ex-officio members of the Advisory Board.
Section 3.03 Term. Members of the Advisory Board shall serve for a renewable term of three (3) years. Terms shall be staggered so that no less than one-third (1/3) of the membership shall be maintained in any given year. Terms shall commence on July 1st and end on June 31st.
Section 3.04 Nomination/Appointment of Members. Candidates for new membership and renewals of existing members shall be nominated by the Nominating and Corporate Governance Committee of the Advisory Board (the “Nominating and Corporate Governance Committee”) and shall be appointed by the Chairman of the Advisory Board (the “Chairman”) subject to a majority vote of the Advisory Board.
Section 3.05 Vacancies. Vacancies in the Advisory Board shall be filled for the unexpired term by the Chairman based upon the recommendations of the Nominating and Corporate Governance Committee subject to a majority vote of the Advisory Board.
Section 3.06 Removal. Members of the Advisory Board may be removed upon the recommendation of the Nominating and Corporate Governance Committee subject to a majority vote of the remaining members of the Advisory Board.
Article IV. MEETINGS
Section 4.01 Regular Meetings. Advisory Board meetings shall be held bi-annually with one (1) meeting to be held in New Haven, CT and one (1) meeting to be held in New York City, NY except that any regular meeting of the Advisory Board may be held in a different location subject to a majority vote of the Advisory Board.
Section 4.02 Special Meetings. Special Meetings of the Advisory Board may be called at any time by the Chairman, or may be called by the Chairman, the Vice-Chairman of the Advisory Board (the “Vice-Chairman”) or the Secretary of the Advisory Board (the “Secretary”) at the request of a majority of the Advisory Board.
Section 4.03 Notice. Written notice of every regular meeting and special meeting of the Advisory Board shall be given to each Advisory Board member at least one week before each meeting. Notice may be delivered personally or by mail, including electronic mail. An agenda listing the matters to be considered at each meeting shall be included in the notice of the meeting.
Section 4.04 Attendance. Members of the Advisory Board are expected to attend all regular and special meetings of the Advisory Board, unless excused by the Chairman for sufficient reason.
Section 4.05 Remote Communication. Members of the Advisory Board may participate in any meeting of the Advisory Board, or of any duly constituted committee thereof, by means of telephone conference or, if authorized by the Advisory Board, by any such other means of remote communication through which the directors may simultaneously participate with each other during such meeting.
Section 4.06 Quorum. Attendance in person or through the aid of technology of one-third (1/3) of the Advisory Board members entitled to vote at a meeting of the Advisory Board shall constitute a quorum.
Section 4.07 Voting. Each member of the Advisory Board shall be entitled to one (1) vote, which vote may not be cast by proxy. All actions taken by the Advisory Board shall be by a majority vote of those members of the Advisory Board then present at the regular or special meeting of the Advisory Board.
Article V. COMMITTEES
Section 5.01 Executive Committee. There shall be an Executive Committee of the Advisory Board (the “Executive Committee”) composed of the Chairman, the Senior Associate Dean for Corporate Governance, the Executive Director, the Chair of the Nominating and Corporate Governance Committee, the Chair of the Development Committee and up to five (5) additional members of the Advisory Board who shall be appointed by the Chairman and shall serve at the pleasure of the Advisory Board.
Executive Committee meetings shall be held at such time and place as shall from time to time be determined by the Executive Committee. Written notice of Executive Committee meetings shall be given to each member of the Executive Committee at least one week before each meeting unless such notice requirement is waived, either verbally or in writing, by each of the members of the Executive Committee. The Executive Committee shall assume responsibility for advancing and developing the aims and purposes of the Advisory Board and shall report to the Advisory Board, on an annual basis, on its progress and proceedings. The Executive Committee shall have power and authority to act for, and on behalf of, the Advisory Board with respect to any and all matters related to the advancement of the aims and purposes of the Advisory Board. Five (5) members of the Executive Committee shall constitute a quorum and action of the Executive Committee shall be upon a vote of a majority of those present at the meeting. The Chairman of the Executive Committee shall be the Chairman of the Advisory Board.
Section 5.02 Nominating and Corporate Governance Committee. There shall be a Nominating and Corporate Governance Committee of the Advisory Board (the “Nominating and Corporate Governance Committee”) composed of the Chairman, the Senior Associate Dean for Corporate Governance, the Executive Director and the Chairman of the Development Committee. The Nominating and Corporate Governance Committee shall be responsible for considering and making recommendations to the Advisory Board concerning the appropriate size, functions and needs of the Advisory Board. The Nominating and Corporate Governance Committee shall also be responsible for recommending officers to the Advisory Board. The Chairman of the Nominating and Corporate Governance Committee shall be the Senior Associate Dean for Corporate Governance.
Section 5.03 Development Committee. There shall be a Development Committee of the Advisory Board (the “Development Committee”). The Development Committee shall be responsible for advising on, and assisting with, fundraising activities, liaising with the offices of the Yale School of Management, seeking out new donors and ensuring the Advisory Board’s annual giving goals are met on an annual basis. The Chairman of the Development Committee and its members shall be appointed by the Chairman of the Advisory Board.
Section 5.04 Additional Committee Members. The Executive Committee shall have the power and authority to add any additional members to any of the committees or subcommittees subject to a majority vote of the Advisory Board.
Section 5.05 Other Committees; Subcommittees. The Executive Committee shall have the power and authority to create any other committees or subcommittees subject to a majority vote of the Advisory Board. The Chairman of the Board shall appoint members of the Advisory Board to any such committee or subcommittee subject to a majority vote of the Advisory Board.
Article VI. OFFICERS
Section 6.01 Election; Term of Office; Appointment. The Advisory Board shall elect a Chairman, a Vice-Chairman and a Secretary at the first Advisory Board meeting of each fiscal year. The Advisory Board may also elect, appoint or provide for the appointment of such other officers or agents as may from time to time appear necessary or advisable in the conduct of the affairs of the Advisory Board.
Section 6.02 Chairman. The Chairman shall preside at all regular and special meetings of the Advisory Board. He or she shall perform such other duties, and exercise such powers, as from time to time shall be prescribed by these By-laws or by the Advisory Board.
Section 6.03 Vice-Chairman. The Vice-Chairman shall preside at any regular or special meeting of the Advisory Board and fulfill the functions of the Chairman in the event of the Chairman’s absence. He or she shall perform such other duties, and exercise such powers, as from time to time shall be prescribed by these By-laws or by the Advisory Board.
Section 6.04 Secretary. The Secretary shall coordinate with the Chairman to ensure that notices of all meetings are sent to all members of the Advisory Board in a timely manner and shall record minutes of all regular and special meetings of the Advisory Board. He or she shall perform such other duties, and exercise such powers, as from time to time shall be prescribed by these By-laws or by the Advisory Board.
Article VII. REPORTS
Section 7.01 Advisory Board Annual Report. The Advisory Board shall prepare an annual report and financial statement of the Advisory Board under the direction of the Executive Committee and shall present it to the Yale School of Management upon its request.
Section 7.02 Committee Reports. Each of the Committees shall prepare an annual report under the direction of each respective Committee Chair and shall present it to the Advisory Board upon its request.
Article VIII. CONFLICT OF INTEREST
Any member of the Advisory Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with, any matter pending before the Advisory Board of such nature that it prevents, or may prevent, that member from acting on the matter in an impartial manner, shall promptly disclose it to the Advisory Board and shall recuse himself or herself from any discussion or vote on such matter.