Number, Tenure, and Qualification. The corporation shall be governed by a Board of Directors. Each Director shall be a natural person. There shall be three (3) classes of Directors, consisting of a total of thirty (30) elected Directors, four (4) ex-officio Directors, and such number of Emeritus Directors as shall be determined from time to time by the Board of Directors. The thirty (30) elected Directors shall be elected for staggered terms, as provided below, by the Board of Directors in office at the time of election. Each Director elected after April 25, 2002, shall serve a term of three (3) years. Directors elected prior to April 25, 2002, shall serve terms of one, two, or three years so that in succeeding years the terms of one-third of the elected members of the Board of Directors shall expire each year. Each elected director shall continue in office until expiration of his three-year term and until his successor shall have been duly elected and qualified or until his death or until he shall resign or become disqualified or until he shall have been removed. No Director shall serve more than two (2) successive elected terms, but can be re-elected after being off the Board for at least one (1) year; provided, however, that if a Director is serving as an Officer of the corporation during the last year of his second successive elected term as a Director or is nominated to become an officer in the following year and is elected to be said officer, the Board of Directors, in its sole discretion, may elect such Director to serve for an additional one (1) or two (2) years without such extension constituting another term. Said extension, if authorized, to constitute the first year, and if applicable, the second year of a normal three-year term. Following the expiration of said one or two year term as officer, as the case may be, a new Director shall be elected by the Board of Directors to serve the remainder of said normal three-year term. The Dean of the College of Arts and Sciences at the University of North Carolina at Chapel Hill, the Vice Chancellor for University Advancement at the University of North Carolina at Chapel Hill, a Senior Associate Dean of The College of Arts and Sciences at the University of North Carolina at Chapel Hill, the Senior Associate Dean for Finance, and the Executive Director of the corporation shall serve as ex-officio members of the Board of Directors, with full voting rights. The refusal of any ex-officio member of the Board of Directors to serve shall not in any manner impede the operation of the corporation by the Board of Directors and shall not require any action by the Board of Directors with respect to the filling of such vacancy or otherwise. The Board of Directors may, in its sole discretion, select Emeritus Members of the Board of Directors. Emeritus Members of the Board of Directors shall have the right to attend all meetings of the Board of Directors but shall not have the right to vote on any matter before the Board of Directors and shall not be counted in determining the existence of a quorum at any regular or special meeting of the Board of Directors.
