Stony Brook Foundation Bylaws
(As amended December 11, 2009)
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. The Foundation is classified as a public charity under Section 501(a)(1) of the Code.
ARTICLE III: Offices
The principal offices of the Foundation shall be on the campus of The State University ofNew York at Stony Brook, hereinafter referred to as the University.
ARTICLE IV: Board of Trustees
Section 1 - Number:
The property (personal and real), affairs, business, issues, and concerns of the Foundation shall be managed by a Board of Trustees consisting of no less than seven (7) members. There shall be no restriction of the number of Trustees on the Board. The Executive Director of the Foundation and the Chief Financial Officer of the Foundation shall be ex-officio members of the Board of Trustees without voting rights. The President of the University shall serve as an ex-officio member of the Board of Trustees with full voting rights. The Provost of the University shall serve as an ex-officio member of the Board of Trustees without voting rights. No member of the Stony Brook Council may serve on the Board of Trustees except with the University President’s written approval after consultation with the Chancellor or designee. (SUNY Foundations Guidelines, Campus-Related, Document 9600, Section 2)
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 five-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. New Trustees may be elected at any regular or special meeting of the Board.
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 and exercise such oversight 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 earnings 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 including to acquire, finance, mortgage, lease, sell and otherwise deal with real property in a manner consistent with the enhancement or benefit of the University, 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 provision below. The Chair must convene a special meeting upon the request 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 electronic 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 the case of special meetings, the purpose for which the meeting is called shall be stated in the notice.
(e) Quorum - Quorum – A quorum shall consist of at least one third of the total number of Trustees eligible to vote at a given meeting. (NYS Not-for-Profit Corporation Law, Section 707)
(f) A Trustee may cast a vote by proxy provided a written proxy (including one contained in an email or facsimile message) has been delivered to a Board Officer in advance of the meeting. (NYS Not-for-Profit Corporation Law, Section 609)
(g) Unless otherwise provided in the Bylaws, it shall require the vote of a majority of those Trustees present at a meeting at which quorum is present for the Board of Trustees to take any action.
Section 7 - Removal:
Any Trustee with four or more consecutive unexcused absences from regularly scheduled meetings may be removed by vote of the Trustees at any regular or special meeting. 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 Board and the President of the University. 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 no less than three (3) members of the Board of Trustees including a Committee Chair who shall be appointed/reappointed annually by the Chair of the Board. 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; make a recommendation to the Board as to the retention and reappointment of the Trustees; and propose a slate of prospective officers to the Board for approval.
(c) Investment Committee – An Investment Committee consisting of no less than five (5) members of the Board of Trustees including a Committee Chair who shall be appointed/reappointed annually by the Chair of the Board. The Investment Committee shall make investments in accordance with the provisions of Article VII, Sections 2 and 3 of these Bylaws. The Committee Chair, in consultation with the Chair of the Board, may appoint additional members of the Investment Committee who are not elected Trustees but who have expertise of value to the Committee and its function and who agree to serve without compensation.
(d) Budget Committee – A Budget Committee consisting of no less than three (3) members of the Board of Trustees including a Committee Chair who shall be appointed/reappointed annually by the Chair of the Board. The Treasurer of the Foundation shall serve on this committee ex-officio. The Treasurer may be appointed as Chair of the Committee.
(e) Audit Committee – An Audit Committee, consisting of no less than three (3) members of the Board of Trustees including a Committee Chair who shall be elected annually by the Board. The Committee shall be responsible for ensuring that an annual audit of the Foundation is accomplished and to report to the Board on any criticisms, recommendations, or suggestions made by the independent auditors or auditors of the University or New York State, as the case may be. It is also the responsibility of the Committee to follow up with management to determine that auditor criticisms, suggestions and/or recommendations have been appropriately answered and addressed.
(f) Advancement Committee – An Advancement Committee of no less than three (3) members of the Board of Trustees including a Committee Chair who shall be appointed/reappointed annually by the Chair of the Board. The Executive Director of the Foundation shall serve on this committee ex-officio. The Advancement Committee will participate in planning and developing major fundraising efforts to benefit the University, including the engagement and participation of other Trustees in such endeavors.
(g) Governance Committee – A Governance Committee of no less than three (3) members of the Board of Trustees including a Committee Chair who shall be appointed/reappointed annually by the Chair of the Board. The Committee shall be responsible for ensuring the Foundation’s governance is ethical and consistent with applicable laws and regulations, as well as the Foundation’s Bylaws and policies.
(h) 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, upon request, 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 shall defend and 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/she, his/her testator or intestate is/was a Trustee or Officer of the Board, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees. The Foundation shall indemnify such person at any time prior to or after resolution, whether by settlement or by judicial determination, of a threatened or actual proceeding. Notwithstanding the above, the Foundation may not indemnify a Trustee or Officer of the Board where the conduct for which indemnification is sought has been found by a court of competent jurisdiction to constitute bad faith, deliberate dishonesty, or to have resulted in personal gain or a criminal conviction.
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 of the Governance Committee and Chair of the Board who shall disclose same to the Board for resolution. Any Trustee, other than the conflicted Trustee, may move for a resolution that the conflict be waived. A conflict may be waived by a vote of two-thirds of the Trustees present at the meeting during which the vote is taken. Once the issue of a conflict of interest is raised, the Trustee involved may not participate in any vote with respect to the matter involved. However, the Trustee involved may participate in discussions with respect to the matter if the conflict is waived. Commencing with the first day of each fiscal year, a Trustee who has not filled out and returned a Conflict of Interest disclosure form many not vote at any meeting of the Board of Trustees until such Trustee has filled out and delivered such form to an Officer of the Foundation.
ARTICLE V: Officers of the Board
Section 1 - Number:
The officers of the Board shall be a Chair, a Vice Chair, Secretary and Treasurer. All officers shall be voting members of the Board of Trustees.
Section 2 -Election and Term of Office:
The officers of the Board shall be elected members of the Board of Trustees and shall be elected for a renewable term of two (2) years. Officers may serve consecutive terms. Vacancies may be filled at any regular meeting of the Board of Trustees.
Section 3 - Duties:
The duties of the officers of the Board 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 and Trustee Emeritus:
A Trustee who has retired as Chair may be elected by the Board of Trustees as a Chair Emeritus for a term of five (5) years with membership on the Executive Committee and full voting and attendance rights at all meetings. Other retired members of the Board of Trustees may also be elected to emeritus status by a vote of the Board of Trustees; shall be classified as non-voting and non-attending members, and may be invited to participate in a consultative role or at social events.
Section 1 - Executive Director of the Foundation:
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 Committees, he/she may execute, in the name and on behalf of the Foundation, any documents required of the Foundation, shall serve as an ex-officio member of all standing committees and shall perform such other duties incidental to the office as requested by the Board or its Committees.
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. At the direction of the Board of Trustees or its Committees, he/she may execute, in the name and on behalf of the Foundation, any documents necessary to carry out financial decisions made by the Foundation Board or its Committees, shall serve as an ex-officio member of all standing committees and shall perform such other duties incidental to the office as requested by the Board or its Committees. The Chief Financial Officer is authorized to make disbursements from the Foundation’s operating accounts consistent with the mission of the Foundation and the direction of the Board or its Committees.
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 of such other person or persons as the Board of Trustees shall, in writing, 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, mutual funds, hedge funds, real assets, or other “alternative” investments and other securities as the Investment Committee shall deem advisable, subject to general Board oversight at regular or special Board meetings. The Investment Committee shall be responsible for developing an Investment Policy and communicating same and any changes therein to the Board at quarterly Board meetings. The Investment Committee is not required to obtain advanced approval prior to making or changing an investment or investment strategy. The Chair of the Investment Committee shall approve each investment or change in an investment position by signing or initialing an appropriate authorization document. Such signature or initialing shall be deemed a representation that a majority of the Investment Committee has approved the investment or change in position.
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 an independent 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 upon reasonable notice.
Section 2 - Fiscal Year:
The fiscal year of the Foundation shall be July 1 - June 30.
ARTICLE IX: Waiver of Notice
Whenever any notice whatsoever 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 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.