加州理工学院章程.doc

Amended and restated bylaws of the California institute of technology (经修订及重订的加州理工学院条例) June 12, 2009 Section 1.? Board of Trustees（董事会） The activities and affairs of the California Institute of Technology (referred to in this and the following sections as the “Institute” shall be conducted by and all corporate powers shall be exercised by or under the direction of the Board of Trustees (sometimes referred to as the Board).? The authorized number of members of the Board shall be the sum of forty-six Trustees (including the President of the Institute as ex officio Trustee) and the number of Senior Trustees serving at any given time.? The Institute shall have no members and any action which would otherwise require approval by the members shall require only approval of the Board. a. Board Powers（董事会的权力） In addition to the general powers conferred by these Bylaws, the specific powers and duties of the Board of Trustees shall include: (1) Determination of policy; (2) Legal responsibility for affairs of the Institute; (3) Review of reports for assurance that such policy is being executed; (4) Power to act directly on any matter in event of emergency; (5) Election, appointment or removal of members of the Board, Officers and committee members; and (6) Election as provided below of Senior Trustee, Life Trustee, Chair Emeritus and President Emeritus. The affirmative vote of a majority of the members of the Board in office shall be required to remove a member of the Board from office. b. Trustee（成员） (1) Qualifications（资格） ? The Trustees shall have the qualifications provided in the Articles of Incorporation and these Bylaws.? Upon the date a Trustee reaches age 72, there shall be deemed to be created a Trustee vacancy for the remainder of the term to which the Trustee then turning 72 was elected, and such vacancy may be filled in the manner prescribed in Paragraph 1.b. (2) below. ? (2) Terms of Office（任期） Except as otherwise provided in this Section 1, Trustees shall serve fo