American Samoa § 16.2104 - Board of Trustees.

§ 16.2104. Board of Trustees.

(a) The affairs and corporate powers of the Foundation shall be managed and exercised by a Board of Trustees. (b) There shall be 11 members of the Board, nine whom shall be voting members and two of whom shall be non-voting ex-officio members. The voting members shall be comprised of 1 paramount chief or other traditional community leader, 1 member of the Board of Higher Education other than the chairperson, 1 member of the college administrative staff other than the President, 2 members of the college faculty, 3 members of the general public, and 1 member of the college student government association. The non-voting ex-officio members shall be the President of the college, who shall be the Chairperson of the Board, and Chairperson of the Board of Higher Eucation. (c) The first Board shall be chosen by the 2 ex-officio members in compliance with representative capacities set forth in subsection (b) and serve terms of 18 months from the issuance of the certificate of incorporation of the Foundation. (d) Other than the student, college administrative staff and college faculty members, succeeding Boards shall be elected by the incumbent members from nominations by the general public and serve terms of 1 year. Nominations shall be solicited from the general public no later than 90 days and the election shall be held no later than 30 days before the end of the term of office of the current Board. Elections shall be by secret ballot requiring two-thirds majority to win. (e) The student member shall be elected by the members of the student government association. The college faculty members shall be elected by the college faculty. The college administrative staff member shall be appointed by the college president. (f) Vacancies in the Board by reason of resignation, death or other cause shall be filled for the remainder of the term of office by appointment of the Chairperson; provided that the appointment fulfills the membership category requirement of the vacancy. (g) The initial meeting of the Board shall be convened by the Chairperson at which time they shall elect a vice-chairperson, secretary, and treasurer. (h) Five voting members of the Board shall constitute a quorum and the concurrence of a majority of the members present shall be necessary for the validity of its official actions. (i) The Chairperson shall be the agent of the Foundations upon whom any process, notice or demand required or permitted by law to be served upon the Foundation may be served. In the absence of the Chairperson, any other member of the Board shall be the agent for receiving service of process, notice or demand.