The Current Proposal [updated 5/8]

Summary

V.A. Membership (of Board)

• Alumni Board Director: Original has BSC Alumni Association appoint a Board Director. Proposal instead has BSC Board elect an alum Director, not necessarily from the BSCAA. All references to BSCAA are removed.
• External Board Director selection: In the current bylaws, the BSC President may appoint up to 2 additional external Directors, from the BSCAA or the UC Berkeley faculty. Proposal removes all restrictions on who these external Directors can be.
• Extending attendance requirements to external Directors: The rest of V.A. lays out roles and responsibilities. The proposal changes some of the provisions that currently only apply to student Directors, to apply to all Directors.

V.B. Removal Procedure

Under the current bylaws,

• External Directors can be removed at any time by simple majority ("at the pleasure of the Board")
• Student Directors can be removed by simple majority if they miss two meetings. No other removal process is specified in bylaws.

The proposed changes use the same process for all Directors, making it much harder to remove external Directors and much easier to remove students:

• Simple majority of Cabinet and Board to initiate
• Simple 2/3, which may be as few as 7 people, to remove

Proposal text

Current as of 5/8. Bold text to be inserted, struck through text to be removed.

V.A. Membership

1. The President of the BSC Alumni Association may appoint one member of the Alumni Association as a Director. The term of office of the Alumni Association member shall be at the pleasure of the President of the BSC Alumni Association.

1. 2. The BSC Employee Association contract may include a provision for the designation of a Director from among members of the Employee Association. If applicable, this Director will serve at the pleasure of the Employee Association.
2. One alumni Board Director shall be elected by the Board of Directors at the end of each spring semester during cabinet elections. All alumni are eligible to run for the position. The term of office of this Director is from the day after the spring semester contract ends to the end of the following Spring semester contract.
   a. The potential alumni Board Director shall work with Cabinet to create a plan to ensure their ample and effective participation in Board's ongoings; this participation plan will be voted on during their election to Board.
   3. The President Cabinet may recommend to the Board for approval up to two additional non-student directors. **Note, that any Board Director can suggest candidates to Cabinet to be vetted as a recommendation to Board. from the BSC Alumni Association and/or the University of California, Berkeley faculty. The term of office of these Directors is from the day after the Spring semester contract ends to the end of following Spring semester contract, to be voted in by the previous year’s Board at the end of the Spring semester.
   a. Cabinet should give ample thought and consideration to the Board's needs and goals before recommending any additional external Board Directors.
   b. The external Board Director shall work with Cabinet to create a plan to ensure their ample and effective participation in Board’s ongoings. The participation plan shall be approved by Board during the vote to instate the external Board Director.
3. The remaining members of the Board of Directors shall be elected by the members of the several units. Each unit shall elect one director for each seventy members, or fraction thereof, in the residential capacity of the unit. Only individuals with a current signed contract for the academic year in a specific unit are eligible to be Directors seated by that unit. A Director’s position will immediately become vacant upon the cancellation or termination of their contract or upon the transfer of their contract to another unit.
4. Whenever possible, All Directors are expected to personally attend all meetings. However, in the event that the Director is unable to physically attend a meeting, the Director may participate and vote in a meeting remotely through the use of electronic communication technologies. Electronic participation must ensure that the Director remains actively informed and engaged throughout the duration of the meeting. Electronic participation in a meeting should occur only in the presence of extenuating circumstances for a Director. The President may request up to 48 hours notice and pre-approval of extenuating circumstances for the use of electronic participation.
5. No individual employed by the BSC shall concurrently serve as a director, except any Director appointed by the BSCEA. This Director may be excluded from executive sessions in which negotiations or re-negotiations of the BSCEA contract are being discussed. This provision shall not apply to member employees of units of the corporation or to students hired for short-term employment pursuant to the Personnel Code.
6. All Directors are required to attend and complete Board Training prior to voting or otherwise acting as a fiduciary for the BSC.
7. 7. Each student All Directors is are required to attend Board meetings. Student directors are required to attend and the meetings of at least one committee or task force of the Board. The President and committee and task force chairs determine, considering the preferences of the directors, committee assignments no later than the first board meeting of a given semester. Each student executive is required to attend all Board and Cabinet meetings, and any other meeting specified under their job description.
8. Student Directors and executives may not miss any two consecutive Board meetings or required committee meetings. Nor a Board meeting and a required committee or task force meeting in succession. The President shall inform the Board of Directors at the beginning of each meeting when Directors or executives have missed two or more meetings consecutively. Such Directors or executives shall be removed from the Board unless the Board votes otherwise by a simple majority.
   a. As soon as a Director has missed two consecutive meetings, the President shall inform the appropriate house president that the Director will be removed at the beginning of the next meeting, pending a vote of the Board. Should a student Director be removed, the President shall inform the Director’s unit, which will fill the vacancy according to the unit’s election procedure.
   b. As soon as an executive has missed two consecutive meetings, the President shall inform Cabinet that the executive will be dismissed, unless the Cabinet votes otherwise by a simple majority. An executive who has missed two consecutive meetings including Cabinet will be removed from their executive position but retain their Board position as long as they have fulfilled the meeting requirements of Directors. Vacant executive seats are treated pursuant to VI.C.3. of the Bylaws.

V.B. Time of Election and Determination Removal Procedure

1. Student Directors shall be elected by their units during the Spring contract period and shall take office at 12:00 a.m. on the day following the final day of the Spring contract period. Directors shall leave office at 11:59 p.m. on the final day of the subsequent Spring contract period.
2. Student Directors shall be elected by the current Membership of their units via a minimum one week online election under oversight of the BSC President.
3. Any unit may request a determination of its membership. The unit shall then elect, or seat if previously elected, any additional Directors that such a determination shows that it is entitled to elect. Such directors shall take office immediately.
4. The BSC Board of Directors may vote to remove any individual Board Director that has not fulfilled their fiduciary duties (which may include but is not limited to undisclosed conflicts of interest, substantial negligence or lack of attendance), or has not fulfilled the roles and responsibilities written in this section, V.A. and V.B., of the BSC Bylaws. Director removal may only be considered if: cabinet places it on the board agenda and the agenda is approved by a simple majority, OR if the Board of Directors places it on the agenda by a two-thirds vote.
   a. The Board of Directors must be given two weeks notice before the vote to remove ensues. If the Director being considered for removal is a Student Director, their unit must also be given two weeks notice of the vote.
   b. The individual Board Director under consideration for removal must be given voice in person or in writing, prior to the vote, to offer their circumstance and plea on their behalf.
   c. The motion to remove a Board Director may only be passed by a simple two-thirds majority