Number and Qualification. The number of directors of the Corporation shall be not more than thirty-three (33) but not less than fifteen (15), the actual number to serve in each fiscal year to be fixed by the Board of Directors at their December meeting or such other time as the Board shall determine. The director nominees shall be nominated each year by the Nominating and Governance Committee in accordance with these Bylaws. Directors need not be residents of the State of North Carolina. Other than ex officio directors, no directors shall serve concurrently as a director and as a member of the Board of Governors of the University of North Carolina, or the Board of Trustees of the University of North Carolina at Chapel Hill.
Term. Each director elected in accordance with Section 5 of this Article shall serve a term of three (3) years, and shall hold office for such period unless earlier terminated due to his or her death, resignation, retirement, removal, or disqualification.
Ex Officio Directors. The Board of Directors may appoint ex officio directors to the Board and remove such appointed ex officio directors from time to time, for any reason, except those designated below. Except as set forth below, an ex officio director shall have no voting rights on any matters and shall not be counted for purposes of establishing whether a quorum of directors is present at a meeting of the Board of Directors, but may attend and observe meetings of the Board (in open session only). Ex officio directors have no right to attend and observe meetings of any committee of the Corporation except by invitation from the chair of such committee. The persons serving in the following positions shall be designated as ex officio directors of the Corporation: (a) the Dean of the UNC School of Medicine; (b) the President of UNC Health Care; and (c) the President of the Corporation. Notwithstanding the above limitations to ex officio directors, the Dean of the UNC School of Medicine shall be a full voting member of the Board, shall be counted for purposes of establishing a quorum of the Board, and shall serve on the Executive Committee.
Director Emeritus. A director who has provided exceptional service to the Board of Directors may be proposed by the Nominating and Governance Committee for election to the Board as a director emeritus. A director emeritus shall have no voting rights, shall not be counted for purposes of establishing a quorum of directors, but may attend meetings of the Board (in open session only). A director emeritus shall serve for life.
