1.5.1 General Powers. Subject to any limitations of these Bylaws, of the Restated Certificate of Incorporation, and of The General Corporation Law of Delaware as to actions that shall be authorized or approved by the Members, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Conference shall be managed by the Board of Directors.
1.5.2 Powers Reserved to the Board of Directors and Vote Required.
(a) The following actions may be taken only if approved by the affirmative vote of a
majority of the Directors then in office:
(1) Development and revision of long-range plans for the Conference;
(2)Approval of any contract of the Conference that can be expected to involve more than ten percent (10%) of the income or expenditures for the Conference for a fiscal year;
(3) Hiring, termination, and the employment (including approval of the terms of
any employment agreement) of the Commissioner of the Conference;
(4) Approval of the operating budget of the Conference for each fiscal year;
(5) Initiation or settlement of any litigation involving the Conference;
(6) Selection and discharge of the accounting and law firms for the Conference; and
(7) Selection of the location of the headquarters of the Conference, including the
location of the real estate and approval of real estate leases.
(b) The following actions may be taken only if approved by the affirmative vote of
seventy-five percent (75%) or more of the Directors then in office:
(1) Amendment or modifications to these Bylaws;
(2) Election of new member institutions to the Conference or suspension, expulsion
or probation of current Member Institutions;
(3) Amendments or modifications to the role and authority of the Board of Directors and the Advisory Committees; (4) Approval of contracts for the provision of teams to bowl games in intercollegiate football; and
(5) Approval of the policies and procedures relating to the revenue distribution to the Member Institutions.
1.5.3 Number, Election and Term. The number of Directors of the Conference shall equal the number of Member Institutions in the Conference, consisting of one (1) representative for each Member Institution, who shall be the Chief Executive Officer (President or Chancellor) of each Member Institution. Annually, each Member Institution shall certify to the Conference the name of its Chief Executive Officer (President or Chancellor) and such person shall be elected as a Director as provided in these Bylaws and shall hold office until his or her successor has been elected or appointed and has qualified. Because of the special relationship of the Directors to the Member Institutions, a Director may not be removed as long as the Director is the Chief Executive Officer (President or Chancellor) of a Member Institution.