Article II – Officers

Section 1: Officers

The Board of Trustees shall elect annually a Chairman, one or more Vice Chairmen, a Treasurer, and a Secretary of the Corporation. Each such officer, with the exception of the Treasurer and the Secretary, shall be subject to a limit of six (or, should the Board of Trustees in its discretion determine that circumstances so warrant, up to a maximum of eight) consecutive years of service in that position. An officer who has served for the number of consecutive years specified in the preceding sentence may be re-elected following a one-year absence from the position in question. Vacancies in said offices may be filled by the Board of Trustees or the Executive Committee (subject to ratification by the Board at its next meeting) for the remainder of the term. Election shall be by written ballot if any Trustee so requests. The President of the University shall serve as President of the Corporation during his or her term of office. There shall also be such Assistant Secretaries and Assistant Treasurers of the Corporation as the Corporation may elect, pursuant to the provisions of Sections 4 and 6 of this Article II of these By-Laws.

Section 2: Chairman

The Chairman, or in his or her absence a Vice Chairman, shall preside at all meetings of the Corporation. In case all are absent, a Chairman pro tempore shall be chosen by the Trustees present. The Chairman shall be ex officio a member of all committees of the Corporation.

Section 3: Secretary

The Secretary, who need not be a Trustee, shall be custodian of all records and papers, and of the common seal of the Corporation. He or she shall keep minutes of all the business transacted at each meeting of the Corporation, which minutes, after approval, shall be maintained as a permanent record, and shall do all other things properly pertaining to the office of Secretary.

Section 4: Assistant Secretaries

The Corporation may elect or re-elect for a term of one year, one or more Assistant Secretaries, who need not be Trustees, to whom the Secretary may delegate some or all of the powers and duties of the office.

Section 5: Treasurer

The Treasurer, who need not be a Trustee, may, except as limited by the Corporation, and as directed by the President, exercise all of the business powers of the Corporation, shall receive and disburse the funds of the Corporation, and shall invest them as authorized and directed by the Corporation, through its chief investment officer or otherwise. At each regular meeting of the Corporation, the Treasurer shall make, or cause to be made, a report on the financial condition of the Corporation. At the Annual Meeting of the Board of Trustees he or she shall present an audit of the accounts of the Corporation prepared by an independent certified public accountant. The Treasurer shall execute and deliver to the Corporation such bond as may be required.

Section 6: Assistant Treasurers

The Corporation may elect or re-elect for a term of one year, one or more Assistant Treasurers, who need not be Trustees, to whom the Treasurer may delegate some or all of the powers and duties of the office. They shall execute and deliver to the Corporation such bonds as may be required.

Section 7: Execution of Documents

The Chairman, the President, the Treasurer and any Assistant Treasurer so authorized shall have power to sign all documents on behalf of the Corporation.