1.1    All the powers of the Corporation shall be vested in a Board of Trustees consisting of such number, not less than twenty three nor more than forty, as shall from time to time be fixed by resolution of the Board.

1.2    The members of the Board shall be classified as follows:

(a)    Trustees ex officio:  The Governor of the State of New Jersey and the President of the University during their respective official terms.

(b)    Charter Trustees:  Not more than such number as shall, when added to the numbers of Trustees ex officio, Term Trustees, and Alumni Trustees, equal forty, who shall be elected by the Board to serve for a term of six years.  The term of office of Charter Trustees shall normally commence on the July 1st following election, but another commencement date may be specified, in which case the term of office of six years specified above shall be extended to the June 30th following a six year term.  Prior to the end of the six-year term, a Charter Trustee shall be eligible for re-election to an additional, contiguous term of two years.  Upon retirement from the Board, Charter Trustees shall be considered Emeritus Trustees.   

(c)    Term Trustees:  Not fewer than four and not more than ten in number, who shall be elected by the Board to serve for terms of four years, beginning on the July 1st following election.

(d)    Alumni Trustees:  Thirteen in number, elected in accordance with the rules established by the Board, to serve for terms of four years, beginning on the July 1st following election, (i)  nine of whom shall be elected by the alumni of the University, with all alumni being eligible to vote, and (ii) four of whom shall be elected, one each year, from among the members of the Senior class at the time of election, by the members of the Junior and Senior classes and the two most recently graduated classes.

(e)    In addition to a Charter Trustee’s eligibility for re-election to one additional, contiguous term of two-years under Section 1.2(b), each Trustee shall be eligible for re election to a new term on the Board, provided that the new term does not begin before the expiration of one year following the end of the Trustee’s prior term.
(f)    In the event any Trustee shall be elected to a term as Chair of the Board, pursuant to Section 3.2, and upon such election there shall not be four years remaining in his or her term as Trustee, then upon such election, the term of such person as a Trustee shall be extended for the number of years required to permit such person to serve four years as Chair of the Board.

(g)    Trustees ex officio, Charter Trustees, Term Trustees, and Alumni Trustees shall have the same duties, rights, and powers.  Trustees Emeriti shall be entitled to receive notice of and to attend, without vote, the meeting of the Board preceding Commencement for a five year period following retirement as Charter Trustee; they shall also be entitled to receive such materials sent to members of the Board as the President and Chair of the Board may direct.

1.3    Each Trustee, except the Governor of New Jersey, shall take and subscribe an oath or affirmation to perform the duties of the office of Trustee faithfully, impartially, and justly, to support the Constitution of the United States of America, and to bear true faith and allegiance to the government of the State in which the Trustee resides.  The oath or affirmation may be administered by any Trustee or officer of the Corporation within the first year of the Trustee’s term and, unless inconvenient, shall be taken in the presence of the Board, and any portion thereof may be waived by affirmative vote of two-thirds of the Trustees present and voting.

1.4    (a) When a vacancy occurs among the Charter Trustees, the Committee on Board Development may nominate a candidate to fill the vacancy and shall report any nomination to the Board.  Any Trustee may also present a nomination at the same meeting at which a nomination by the Committee on Board Development is reported.  The vacancy shall be filled by an election from among the candidates so nominated, at a meeting of the Board subsequent to that at which the nomination is reported.

(b)    When a vacancy occurs among the Term Trustees, the Committee on Board Development may nominate a candidate to fill the vacancy and shall report any nomination to the Board.  Any Trustee may also present a nomination at the same meeting at which a nomination by the Committee on Board Development is reported.  The vacancy shall be filled by an election from among the candidates so nominated, at a meeting of the Board subsequent to that at which the nomination is reported.

(c)    When a vacancy occurs among the Alumni Trustees, it shall be filled by an election by that group of the alumni of the University which was eligible to participate in the election to the office initially, in accordance with rules established by the Board, provided, however, that if such a vacancy occurs within one year prior to the expiration of a term, it shall not be filled prior to the expiration of the term.

1.5    Any Charter Trustee, Term Trustee, or Alumni Trustee may resign by notice in writing to the Clerk.

1.6    If any Charter Trustee, Term Trustee, or Alumni Trustee shall be absent from four consecutive meetings of the Board without excuse, or shall be, in the judgment of the Board, permanently incapacitated to perform the duties of Trustee, the seat of the Trustee may be declared vacant by a majority vote of the Board.

1.7    The Board, by a two thirds vote of all its members, shall have the power to remove any Charter Trustee, Term Trustee, Alumni Trustee, or Trustee Emeritus after giving the Trustee an opportunity to be heard, if in the opinion of the Board the welfare of the University requires such removal.