Bylaws of the MIT Corporation

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Section 7

Officers of the Corporation

7.1
The officers of the Corporation shall be those specified in Section 1.2 and such others as may be appointed in accordance with these Bylaws.

7.2
The members of the Corporation, by majority vote of the total number of voting members then serving other than ex officio members, taken at a duly held meeting or by the unanimous written consent of all members then serving, other than ex officio members: (a) shall elect each of the four officers specifically named in Section 1.2 in whose office there is at the time a vacancy, subject to Sections 7.7 and 8.1 of these Bylaws and (b) may elect different individuals to serve the functions of the Executive Vice President and the Treasurer of the Corporation. In the event that different individuals serve the functions of the Executive Vice President and the Treasurer, there shall be five officers of the Corporation and the Executive Committee or its designee under Section 10.7 of these Bylaws shall allocate the functions of the office of the Executive Vice President and Treasurer under these Bylaws between the two offices.

7.3
The Executive Committee shall recommend the candidates to fill any vacancy that may occur in any of the offices elected by the members of the Corporation. The Executive Committee may also recommend that the functions of the Executive Vice President and Treasurer of the Corporation under these Bylaws be fulfilled by two offices held by different individuals, the Executive Vice President and the Treasurer. The recommendation for these offices shall be transmitted to each member of the Corporation not later than the notice of the meeting at which election occurs.

7.4
While the Executive Committee recommendations should have great force, the members of the Corporation are free to depart from them.

7.5
Officers elected by the members of the Corporation shall serve at the pleasure of the members, and officers appointed by the Executive Committee shall serve at the pleasure of the Committee.

7.6
Any officer elected by the members of the Corporation may be removed at any time, with or without cause, at any duly held meeting of the members of the Corporation by vote of a majority of the total number of voting members then serving other than ex officio members, or by the unanimous written consent of all voting members then serving other than ex officio members.

7.7
Subject to Sections 8.2 and 9.2 of these Bylaws, the Executive Committee may appoint interim officers to fill any vacancy in the offices elected by the members of the Corporation, or to serve during any period in which the incumbent of any such office is, in the opinion of the Executive Committee, unavailable to serve in the office. Except as may be expressly limited by the Executive Committee, any such interim officer shall serve in, and have all of the powers and duties of, the office being filled on an interim basis, until the members of the Corporation elect a new officer to fill the vacancy or until the incumbent, in the opinion of the Executive Committee, is ready to resume service in the office. In any such event, the Executive Committee shall notify the members of the Corporation of the appointment of any interim officer.

 

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The Bylaws of the MIT Corporation were most recently amended on October 3, 2008. They are available in an easy-print version (PDF). To view this file, you will need the Acrobat reader.

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