Rules of Business Practice for the 2010–2015 USP Board of Trustees

4. Meetings

4.01 Types of Meetings

Meetings of the Board shall be scheduled in accordance with Article V, Section 8 of the Bylaws. Meetings may take place in which members are present in a single location (face-to-face meetings) or, as provided in Article V, Section 13 of the Bylaws, in which all members may be present by teleconference, videoconference, Internet, or similar electronic means, provided that all members present are able to hear or perceive each other's comments simultaneously (telephonic meetings).

4.02 Participation by Telephone or Electronic Means

A member may participate via teleconference, videoconference, Internet or similar electronic means and be deemed to be present at a face-to-face Board meeting only if approved by majority vote of the Board. A member may not participate by such means in more than one face-to-face Board meeting per year, unless otherwise approved by majority vote of the Board. Anyone participating in a meeting by telephone, videoconference, Internet, or similar electronic means shall announce his or her entrance and departure from the meeting.

4.03 Attendance Policy

Participation in scheduled Board and committee meetings, whether held in person or via teleconference, is an integral part of Board service and essential to the effective operation of the Board. Members should use their best efforts to make themselves available for meetings, and any anticipated absence should be reported to USP staff as far in advance as possible prior to the meeting. The Chair of the Board of Trustees and USP staff shall work with members to encourage and facilitate attendance at meetings. If an attendance problem exists regarding a member, the Chair will promptly contact the member to discuss the problem. The member’s response will be shared by the Chair with the entire Board at the next Board meeting. In that meeting, the Board will decide what actions to take regarding the Board member’s future membership on the Board, taking into account the reasons for the attendance problem. If the Board decides that membership should be terminated, the Chair may notify the member of the Board’s decision and request a letter of resignation from the member. In the event the member refuses to resign, the Board may proceed to remove the member by two-thirds vote in accordance with Article V, Section 6 of the Bylaws. An attendance problem shall be deemed to exist if: (i) a member has two consecutive absences from Board or committee meetings for which there was no prior notification to USP of such absence; (ii) a member has three consecutive absences from Board or committee meetings, whether or not prior notification of such absence was provided to USP; or (iii) if the percentage of Board and committee meetings attended during the previous twelve-month period falls below 66%.

4.04 Conducting Business by Correspondence

Between meetings, the Board may conduct business by correspondence, including electronic means, as provided in Article V, Section 12 of the Bylaws.