May 12, 2011

Section 1. Board of Trustees

The activities and affairs of the Albanian Institute of Mathematics (referred to in this and the following sections as the “Institute”, “AIM”, or “University” shall be conducted by and all corporate powers shall be exercised by or under the direction of the Board of Trustees.

a. Board Powers

In addition to the general powers conferred by these Bylaws, the specific powers and duties of the Board of Trustees include:

    1. elects, assesses the performance of, and compensates the President of the University; approves the appointments and compensation of the Provost, Vice Presidents, and deans;

    2. establishes University policies, to be executed by the President;

    3. assists, guides, and evaluates the progress of the University and receives reports from the President in this regard;

    4. elects Board members and officers;

    5. approves full-¬time and tenured faculty appointments recommended by the President;

    6. confers degrees;

    7. appoints committees it deems necessary;

    8. assists in raising funds to support the University; and

    9. preserves and protects University operations and properties.

The affirmative vote of a majority of the members of the Board in office shall be required to remove a member of the Board from office.

b. Trustee

(1) Qualifications

The Trustees shall have the qualifications provided in these Bylaws. Upon the date a Trustee reaches age 75, there shall be deemed to be created a Trustee vacancy for the remainder of the term to which the Trustee then turning 75 was elected, and such vacancy may be filled in the manner prescribed in Paragraph 1.b. (2) below.

(2) Terms of Office

Except as otherwise provided in this Section 1, Trustees shall serve for five-year terms and may succeed themselves in office. The terms of office for the Trustees shall be classified so that one-fifth of the terms expire at adjournment of each Annual Meeting of the Board. A vacancy in any Trustee position may be filled at any time for the remainder of the term by the remaining members of the Board, even if less than a quorum.

c. President as Ex Officio Trustee

While serving as duly elected President, the President of the Institute shall serve ex officio as Trustee with all the powers, rights, privileges and responsibilities inherent in the office of Trustee.

d. Life Trustee

Upon termination of their trusteeship, Trustees who have served in either capacity for at least five years and whom the Board wishes to recognize for dedicated service and with whom the Board wishes the Institute to maintain close ties may be elected Life Trustees by the Board upon recommendation of the Nominating Committee. There is no limit on the number of Life Trustees who may serve at any given time. Life Trustees shall have the same privileges as a member of the Board to attend and speak at its meetings, including voting rights.

Section 2. Officers

a. Officers

The Corporate Officers of the Institute shall be

                • Chair of the Board of Trustees,

                • Vice Chairs of the Board as the Board may determine,

                • President,

                • Provost,

                • Vice President for Business and Finance,

                • General Counsel,

                • Treasurer

All Officers shall be elected by the Board. The Chair and each Vice Chair shall be members of the Board. The Chair and each Vice Chair shall be elected each year by the Board at its Annual Meeting for a term of office which shall expire on, but shall include, the date of its Annual Meeting next succeeding such election. Unless the Board otherwise determines, the other Officers, except the President, need not be members of the Board; and all shall hold their offices at the pleasure of the Board.

b. Officers' Powers and Duties

Each Officer shall have such powers and duties vested in that office by the provisions of these Bylaws, such additional powers and duties as the Board may confer in that office, and in the absence of any contrary provision in these Bylaws or as otherwise provided by the Board, the powers conferred by applicable RISAT statute.

(1) The Chair of the Board shall

(a) Preside at the Board meetings;

(b) Serve as Chair of the Executive Committee unless a Vice Chair of the Board has been designated by the Board to serve as Chair of the Executive Committee;

(c) Act as the representative of the Board in dealing with the administration and faculty of the Institute;

(d) Foster communication with faculty, administration and students;

(e) Maintain especially close liaison with the President, being available for advice and support at all times, particularly in external affairs;

(f) Act as the representative of the Board in event of an emergency.

(2) Each Vice Chair shall

(a) Have the power to act as Chair of the Board or of the Executive Committee when the Chair is absent or incapacitated.

(3) The President shall

(a) Be the chief executive officer of the Institute and preside over and administer the affairs of the Institute under authority of the Board;

(b) Exercise and discharge the functions and duties which ordinarily devolve upon the president of an educational institution of the rank and character of the Institute;

(c) Serve at the pleasure of the Board;

(d) Be a Trustee

ex officio as provided in Paragraph 1.c. above;

(e) Execute decisions and policies as designated by the Board;

(f) Keep the Board informed of administrative, faculty, student and other pertinent affairs;

(g) Submit recommendations to the Board on matters of policy;

(h) Establish and maintain relationships with the public;

(i) Propose persons for election as Corporate Officers, with the exception of Chair of the Board, Vice Chair of the Board, and President.

(4) The Provost shall