Board of Directors.
Section 1. Powers and Number.
(a) The Board of Directors shall have full and complete power to carry on the activities of Consumer Reports in furtherance of its purpose and manage the property, affairs and activities of Consumer Reports, subject only to the limitations imposed by law, the Certificate of Incorporation, and these Bylaws. Such power shall include, but not be limited to, the adoption of budgets and the appointment of such standing and special committees as are considered necessary or advisable.
(b) The Board of Directors shall consist of no fewer than twelve nor more than twenty-one directors, as the Board may from time to time determine, not including any ex officio member of the Board of Directors appointed pursuant to Section 6 of this Article.
Section 2. Term and Term Limits.
(a) Term. Except as herein provided, the term of office for a director shall be three years and the directors shall be divided into three classes so that, as nearly as may be, the terms of one-third of the directors shall expire each year. Each director so elected will serve until the expiration of his or her term and until the earliest of the election or appointment of such director’s successor or until such director’s earlier death, resignation or removal.
(b) Maximum Number of Terms. Except as provided in subsection (c) below, all directors may serve a maximum of four terms (that is, twelve years), whether or not consecutively served.
(c) Additional Term. Notwithstanding the provision set forth in subsection (b) above, in circumstances deemed to be extraordinary by a majority of all directors then serving on the Board, an individual who previously served the maximum number of terms on the Board of Directors may be renominated to serve, and may subsequently serve, a maximum of one additional three-year term.
(d) Partial Term. Should any director be elected to complete the unexpired term of a predecessor, or if a director for any other reason serves less than a full term, such partial term will be deemed to be the equivalent of a full term for purposes of calculating the maximum number of terms permitted that director.
Section 3. Nomination and Election.
(a) Selection of Nominees. An election to fill vacancies on the Board of Directors shall be held at each Annual Meeting. The Board of Directors, by resolution adopted by a majority of the entire Board, shall choose a Nominations Committee or Subcommittee (hereafter, the “Nominations Subcommittee”) consisting of no fewer than six members. The individuals selected by the Nominations Subcommittee, or any alternative nominees, must be approved by a majority of those directors whose terms are not to expire that year. The approved nominees collectively shall constitute a slate.
(b) Election Ballots. Ballots for the election of the slate of nominees for directors shall be made available to members eligible to vote, as set forth above in Article II, Section 6, and shall specify a date by which they must be returned. The ballot shall designate a proxy or proxies to vote for or against the slate at the annual meeting as directed thereon.
(c) Nominees. Each nominee shall be required to answer such questions as may be put to the nominee by the Nominations Subcommittee concerning the nominee's record in the areas of interest to consumers and the nominee's connections with commercial, business, manufacturing and financial enterprises (as well as with other entities or individuals), insofar as the Subcommittee deems such connections relevant to the nominee’s qualifications and ability to serve as a director.
Section 4. Vacancies.
The Board of Directors, by a vote of a majority of all the directors then in office, may elect directors to fill vacancies existing on the Board. The candidate for such vacancies shall be recommended by the Nominations Subcommittee (as most recently constituted). If the directors choose to fill any vacancy caused by the death, resignation or removal of a director, such vacancy shall be filled through the expiration of that term.
Section 5. Ex Officio Board Member(s).
The President of Consumer Reports will serve as an ex-officio member of the Board. The ex-officio members will not be counted in determining the presence of a quorum and will not be entitled to vote.
Section 6. Removal.
(a) Any director may be removed or suspended from office for cause by vote of Consumer Reports’ members or by the vote of two-thirds of all the directors then in office provided that (1) charges in writing signed by at least three directors shall have been filed; (2) notice of such charges and of the date of a meeting called to consider them shall have been given to all the directors; and (3) the director against whom the charges are made shall have had an opportunity to be heard thereon at such meeting.
(b) It shall be sufficient cause for removal of a director under this section (1) that the director has failed without explanation and excuse from the Board to attend three successive meetings; or (2) that, as determined in accordance with Consumer Reports’ Conflict of Interest Policy, the director has a conflict that cannot be otherwise resolved.
Section 7. Resignation.
Any director may resign at any time by giving written notice to the Chair or the Secretary. The resignation will take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective.
Section 8. Meetings.
(a) Regular and Special Meetings. The Board of Directors shall hold regular meetings at least three times a year on such dates as it shall determine. Special meetings may be called by the Chair of the Board or one-third of the directors or the President upon at least five days' notice.
(b) Notice of Meetings. Notice need not be given of regular meetings of the Board if the time and place of such meetings are fixed by the Board of Directors. Notice of each special meeting of the Board must be given to each director no fewer than five days before such meeting. Notice may be in writing and sent by mail, addressed to such director at his or her address as it appears on the records of Consumer Reports. Such notice will be deemed to have been given when it is deposited in the United States mail. Notice may also be given by telephone or sent by facsimile transmission, courier service, electronic mail or hand delivery. Notice of a meeting of the Board need not be given to a director who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.
(c) Action Without A Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or any such committee consent in writing (including by means of an electronic mail message) to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Directors or any such committee shall be filed with the minutes of the proceedings of the Board of Directors or such committee.
(d) Meeting by Conference Telephone. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or any such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to communicate with each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 9. Quorum.
At each meeting of the Board, a majority of the directors then in office shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present.
Section 10. Manner of Acting.
Except as otherwise provided herein or required by applicable law, the vote of a majority of the directors present at any meeting at which there is a quorum will be the act of the Board of Directors.
Section 11. Committees of Directors.
(a) Executive and Other Standing Committees. The Board of Directors may create an Executive Committee and other standing committees by resolution adopted by the majority of the entire Board of Directors. Such Executive Committee shall include, at a minimum, the Chair of the Board, the Vice Chair of the Board, the Secretary and the Treasurer. The Chair of the Board may designate from among the directors additional members to serve on the Executive Committee, and shall designate three or more directors to serve on each of any other standing committees. Designees to committees must be approved by resolution adopted by a majority of the entire Board. Committee chairs shall be appointed by the Chair of the Board. The committees shall have authority to the extent provided to them by the Board or these Bylaws, except that no such committee shall have authority as to the following matters:
(i) the submission to members of any action requiring members’ approval under the New York Not-for-Profit Corporation Law;
(ii) the filling of vacancies in the Board of Directors or in any committee;
(iii) the amendment or repeal of the Bylaws or the adoption of new Bylaws;
(iv) the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable; or
(v) the fixing of compensation of the directors for serving on the board or on any committee.
The Chair of the Board may appoint, subject to Board approval, one or more directors as alternate members of any standing committee, who may replace any absent member or members at any meeting of such committees.
(b) Special Committees. The Board of Directors may create such special committees as the Board of Directors shall from time to time determine, each consisting of one or more directors. The chair and members of such committees may be appointed by the Chair of the Board, with the consent of the Board of Directors. Each such committee shall have only the powers specifically delegated to it by the Board and in no case shall have powers with respect to any of the matters set forth in subsections (a)(1) to (5), inclusive, of this Section 11 of Article III.
(c) Operation of Committees. At each meeting of a committee (or subcommittee), a majority of the voting members of the committee (or subcommittee) must be present to constitute a quorum. The vote of a majority of the voting members of a committee (or subcommittee) present at any meeting at which there is a quorum will be the act of the committee (or subcommittee). Notwithstanding the foregoing, if any committee (or subcommittee) should have any voting members who are not directors, then such committee (or subcommittee) cannot act for the Board of Directors; rather, its role shall be limited to advising the Board or offering recommendations for Board action.
Section 12. Compensation.
No director shall receive directly or indirectly any salary or other compensation from Consumer Reports unless authorized by the vote of two-thirds of all the directors eligible to vote thereon. Such compensation shall be paid only for services rendered to Consumer Reports other than for services as a director. Directors shall be entitled, however, to be reimbursed their reasonable expenses incurred for attendance at meetings and in connection with the performance of other duties authorized by the Board.