Stony Brook Foundation Bylaws
(As amended February 10, 2006)
ARTICLE I: Name
The name of this Corporation is the STONY BROOK FOUNDATION, hereinafter referred to as the FOUNDATION.
ARTICLE II: Nature
The Foundation is a non-profit, "no member" corporation incorporated in the State of
New York, and is exempt from taxation pursuant to Section 501 (c)(3) of the Internal Revenue Code.
ARTICLE III: Offices
The principal offices of the Foundation shall be on the campus of The State University of
New York at Stony Brook.
ARTICLE IV: Board of Trustees
Section 1 - Number:
The property, affairs, business and concerns of the Foundation shall be managed by a Board of Trustees consisting of no less than three (3) members. There shall be no restriction of the number of Trustees on the Board. The Executive Director and the Chief Financial Officer of the Stony Brook Foundation shall have the right to attend and participate in meetings, but shall not be members of the Board of Trustees. The President of SUNY Stony Brook shall serve as ex-officio member of the Board with full voting rights; the Provost, the Vice President for University Affairs, and the Chair of the Stony Brook Council shall serve as ex-officio members of the Board without voting rights.Section 2 - Method of Election:
At a regularly scheduled meeting of the Board of Trustees, the Nominating Committee shall propose an appropriate number of persons to serve as Trustees. The Committee shall distribute the name(s) of nominees to each Trustee at least ten (10) days in advance of the meeting at which voting occurs. The new Trustees shall be elected by a majority of Trustees present at the meetings. All outgoing Trustees shall be eligible to vote.Section 3 - Term of Office:
Trustees shall serve for a term of five (5) years (or until the end of the respective term of his or her predecessor if he or she shall have been elected to succeed a person who has not completed his or her three-year term). Trustees shall be divided into five (5) classes as nearly equal in number as possible, and one class shall be elected each year at the Annual Meeting of the Board. Trustees may serve consecutive terms.Section 4 - Vacancies:
Unexpired terms of office may be filled by the existing Board of Trustees by a majority of those present at any regular or special meeting of the Trustees upon recommendation of the Nominating Committee.Section 5 - Duties:
The Board of Trustees shall have power to hold meetings at such times and places as it deems advisable, to appoint committees, to employ necessary employees, to authorize proper operating expenditures and to take such other action as may be necessary or proper to carry out the purposes of the Foundation. Annually, the Board of Trustees shall, after provision for operating expenses, allocate to the University President the power to administer restricted funds, unrestricted funds and endowment accounts in accordance with the gift restrictions, if any, and with the purposes listed in the Bylaws and the Certificate of Incorporation. The Foundation shall have all rights permitted a not-for-profit corporation under law to acquire, finance, mortgage, lease, sell and otherwise deal with real property in a manner consistent with the enhancement of the University at Stony Brook, which rights may be exercised by the Trustees in accordance with the not-for-profit corporation law and the Bylaws of the Foundation.Section 6 - Meetings:
(a) Regular Meetings - The Board of Trustees shall meet at least quarterly. The regular meeting in the last quarter of the year shall be designated as the Annual Meeting.
(b) Special Meetings - Special meetings of the Trustees may be called by the Chair of the Board of Trustees in accordance with the provision of notice of meetings. The Chair may also convene a special meeting upon the recommendation of six (6) or more of the Trustees. In unusual circumstances telephone conference calls may be substituted for a special meeting pursuant to Section 708 of the Not-for-Profit Corporation Law of the State of New York.(c) Place of Meetings - The Chair shall designate the time and place of all regular and special meetings.
(d) Notice of Meetings - Written or printed notice stating the place, day and hour of all meetings shall be delivered, either personally or by mail or by telegraphic means to each Trustee, no less than thirty (30) days before the date of such meeting, by or at the discretion of the Chair or the Secretary. In case of special meetings, the purpose for which the meeting is called shall be stated in the notice.
(e) Quorum - A majority of the Trustees shall constitute a quorum for the transaction of any business at any meeting.
(f) Unless otherwise provided in the Bylaws, it shall require the vote of a majority of those Trustees present at a meeting at which a quorum is present for the Board of Trustees to take any action.
Section 7 - Removal:
Any of the Trustees with four or more unexcused absences from regularly scheduled meetings may be removed by vote of the Trustees at any regular or special meeting, provided that there is a quorum of not less than a majority present at such meeting of Trustees at which such action is taken. Trustees may also be removed for cause by a two-thirds vote of the quorum present.Section 8 - Committees:
Standing Committees of the Board shall include, but not be limited to, the following:(a) Executive Committee - An Executive Committee of the Board of Trustees shall consist of all officers of the Foundation and the President of the State University of New York at Stony Brook. Individuals holding the title of Chair Emeritus may also serve as members of the Executive Committee. The Executive Committee shall exercise the powers of the Board of Trustees between meetings of the Board except as otherwise provided by Section 712 of the Not-for-Profit Corporation Law. Actions of the Executive Committee shall be reported to the Board of Trustees at the next meeting of the Board of Trustees.
(b) Nominating Committee - A Nominating Committee consisting of five (5) members of the Board of Trustees shall be appointed by the Chair for one (1) year. It shall be the Nominating Committee's responsibility to submit to the Board for its approval prospective Trustees to fill vacant positions for regular terms of office and to fill unexpired terms, and it shall also interview Trustees before their terms expire and to make a recommendation to the Board as to the retention and reappointment of the Trustees.
(c) Investment Committee - An Investment Committee consisting of no less than five (5) and no more than seven (7) members of the Board of Trustees shall be appointed by the Chair for one (1) year. The Investment Committee shall make investments in accordance with the provisions of Article VII, Sections 2 and 3 of these Bylaws.
(d) Budget Committee - A Budget Committee consisting of no less than three (3) members of the Board of Trustees shall be appointed by the Chair for one (1) year. The Treasurer of the Foundation shall serve on this committee ex-officio.
(e) Audit Committee - An Audit Committee, consisting of no less than three (3) members of the Board of Trustees shall be elected from among the Trustees for a period of one (1) year. The Committee shall be responsible for ensuring that an annual audit of the Foundation is accomplished.
(f) Advancement Committee - An Advancement Committee of no less than three (3) members of the Board of Trustees shall be appointed by the Chair for one (1) year. The Executive Director of the Foundation shall serve on this committee ex-officio. The Advancement Committee will participate in planning and developing the major fundraising efforts of the University.
(g) Other Committees may be designated by the Board of Trustees as may be desired.
Section 9 - Compensation:
No Trustee shall receive any compensation from the Foundation for services performed in his/her official capacity, but Trustees shall be reimbursed for reasonable expenses incurred in the performance of official duties.Section 10 - Assessments:
The Board of Trustees shall have no power to impose any liability or assessment upon its members.Section 11 - Reports:
At its Annual Meeting, or upon agreement of the Trustees at any subsequent meeting to be scheduled by the Trustees, the Board of Trustees shall be presented with a report, verified by the Chair and the Treasurer, or by a majority of the Trustees, showing the whole amount of real and personal property owned by the Foundation, where located, and where and how invested; the amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of acquisition; the amount applied, appropriated or expended during the year immediately preceding such date, and purposes, objects or persons to or for which applications, appropriations or expenditures have been made.Section 12 -Liability:
In the absence of fraud or bad faith, no Trustee shall be personally liable for the debts, obligations or liabilities of the Foundation.The Foundation may indemnify any person made, or threatened to be made, a party to any action or proceeding, whether criminal, civil, or investigative in nature, by reason of the fact that he, his testator or intestate was a director or officer of the Foundation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees. The Foundation may indemnify such person at any time prior to or after the resolution, whether by settlement or by judicial determination, of a threatened or actual proceeding. Provided, however, that the Foundation may not indemnify an officer or director of the Foundation where the indemnification is in connection with conduct of that officer or director which constitutes bad faith or deliberate dishonesty, or which resulted in the officer or director's personal gain.
Section 13 - Conflict of Interest:
Each member of the Board of Trustees has a fiduciary obligation to act in the best interests of the Foundation.A member of the Board of Trustees may not participate in any deliberation or vote on any matter relating to current or proposed Foundation business with any individual with whom or entity with which the Board member has a direct or indirect personal or financial interest that may conflict with the proper discharge of the member's Board duties.
Board members having a direct or indirect personal or financial interest that could create a conflict of interest with any Foundation agreement, transaction or relationship, shall disclose that interest to the Chair for resolution. Once a conflict is established the Board member involved should not participate in discussions or vote.
ARTICLE V: Officers
Section 1 - Number:
The officers of the Foundation shall be a Chair, a Vice Chair, Secretary and Treasurer. The Board of Trustees may elect one of its members as Chair-Elect. Any officer of the Foundation other than the Chair may also serve simultaneously as Chair-Elect.Section 2 -Election and Term of Office:
The officers of the Foundation shall be elected members of the Board of Trustees and shall be elected for a renewable term of two (2) years, or until a successor is duly elected by the Board of Trustees at its regular Annual Meeting. Vacancies may be filled at any regular meeting of the Board of Trustees.Section 3 - Duties:
The duties of the officers shall be those which usually attach to such offices and, in addition, such further duties as may be determined from time to time by the Board of Trustees. The Chair or the Chair's designee shall serve as the Chair of all Board meetings. In addition to his usual duties, the Chair shall make an Annual Report on the Foundation's activities to all Board members.Section 4 -Vacancies:
A vacancy in any office shall be filled by the Board of Trustees for the unexpired term thereof.Section 5 - Chair Emeritus:
Retired members of the Board of Trustees may be elected to hold emeritus status by a vote of the Board of Trustees. A Trustee who has retired as Chair may be elected by the Board of Trustees as a Chair Emeritus with membership on the Executive Committee.
ARTICLE VI:
Section 1 - Executive Director:
The Executive Director of the Foundation shall be chosen by the Board of Trustees of the Foundation in consultation with the President of the University. At the direction of the Board of Trustees or its Executive Committees, he or she may execute, in the name and behalf of the Foundation, any documents required of the Foundation, and shall perform such other duties as are requested by the Board of Trustees and are reasonable incidental to the office and shall serve as an ex-officio member of all standing committees and shall be paid such compensation as the Board may direct.Section 2 -. Chief Financial Officer:
The Chief Financial Officer of the Foundation shall be chosen by the Board of Trustees of the Foundation in consultation with the President of the University. He or she will be responsible for acting on behalf of the Board of Trustees of the Foundation in executing the financial decisions of the Foundation, and shall be paid such compensation as the Board may direct.
ARTICLE VII: Assets and Funds
Section 1 - Ownership:
Assets and funds of the Foundation shall be owned exclusively by the Foundation.Section 2 - Disposition:
All funds of the Foundation shall be deposited in an account or accounts in the name of the Foundation or shall be invested or reinvested as the Board of Trustees shall direct. Funds shall be withdrawn from such account or accounts only upon written authorization and signature of the Chair, Vice Chair, or Treasurer of the Foundation or upon the written authorization and signature of such other person or persons as the Board of Trustees shall designate.Section 3 - Investment:
Subject to the limitations and conditions contained in any gift, devise or bequest, the Foundation may invest its funds in such mortgages, bonds, debentures, shares of preferred and common stock and other securities as the Board of Trustees shall deem advisable.Section 4 - Financial Agent:
The Board of Trustees may appoint a financial agent or agents to represent and advise the Foundation in the investment of its funds.
ARTICLE VIII: Books and Records
Section 1 - Reporting Requirements:
The Foundation shall keep in its offices correct and complete books and records of account which shall be audited annually by a certified public accountant, and shall also keep minutes of the proceedings of its Board of Trustees. All books and records of the Foundation may be inspected by a Trustee for any proper purpose at any reasonable time.Section 2 - Fiscal Year:
The fiscal year of the Foundation shall be July 1 - June 30.
ARTICLE IX: Waiver of Notice
Whenever any notice whatever is required to be given under the provision of the Articles of Incorporation or the Bylaws of the Foundation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE X: Amendments to Bylaws
Amendments to these Bylaws may be adopted by the positive vote of at least two-thirds of all the Trustees at any regular or special meeting, provided that ten (10) days written notice is given of the intention to adopt new Bylaws at such meeting.