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Adopted by Sea Grant Association
March 18, 2003

Sea Grant Association Bylaws

Article 5 - Meetings of the Board of Directors
    Locations of Meetings
    Annual Meeting
    Regular Meetings
    Call of Special Meetings
    Notice of Annual, Regular, and Special Meetings
    Waiver of Notice
    Quorum
    Vote
    Action by Written Consent

Section 1. Location of Meetings. Meetings of the Board of Directors may be held within or without the State of Rhode Island, and may be held by means of telephone conference.

Section 2. Annual Meeting. The annual meeting of the Board of Directors shall be held at such time and place as shall be determined by the Board of Directors and designated in the notice or waiver of notice of the meeting.

Section 3. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by the Board of Directors.

Section 4. Call Of Special Meetings. The president may call, or upon the request of a majority of the members of the Board of Directors, the secretary shall call, special meetings of the Board of Directors. The occurrence and substance of formal meetings of the Board of Directors, or of a designated sub-set of the Board, with representatives of the National Oceanic and Atmospheric Administration, or of the National Sea Grant Review Panel, or of other formally constituted entities, shall be reported in a timely fashion to Members of the Sea Grant Association.

Section 5. Notice of Annual, Regular, and Special Meetings. Notice of annual, regular and special meetings of the Board of Directors shall be in writing signed by the president or the secretary, and shall be served personally or sent to each director by mail, electronic mail, or tele-facsimile addressed to his/her last known, address at least thirty days before the time designated for an annual or regular meeting and at least fifteen days before the time designated for a special meeting. Notice of meetings shall state the time and place of the meeting; the purpose or purposes of such meetings need not be specified, unless otherwise required in the Rhode Island Nonprofit Corporation Act, the Articles of Incorporation or these Bylaws.

Section 6. Waiver of Notice. Whenever notice is required to be given to any director under the provisions of the Rhode Island Nonprofit Corporation Act, the Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Such waiver need not specify the purpose or purposes of the meeting.

Section 7. Quorum. A majority of the directors present in person shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, directors present then may adjourn the meeting, without notice other than an announcement at the meeting, until a quorum shall be present.

Section 8. Vote. At any duly called meeting at which a quorum is present, any action by a majority of directors shall be deemed the action of the Board of Directors.

Section 9. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

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