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STONY BROOK FOUNDATION, INC. BYLAWS
(As amended June 21, 2018)

ARTICLE I
NAME
The name of this Corporation is the STONY BROOK FOUNDATION, INC. (the "Foundation").

ARTICLE II
NATURE

The Foundation is a not-for-profit corporation incorporated in the State of New York. In accordance with the provisions of Section 601(a) of the Not-for-Profit Corporation Law of the State of New York (the “NPCL”), the Foundation has no members. The Foundation is exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). The Foundation is classified as a public charity under Section 509(a)(1) of the 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 (the “University”) or at such other place determined by the Board of Trustees from time to time.

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 in accordance with the purposes and limitations set forth in the Certificate of Incorporation. Notwithstanding the statutory minimum of three (3) Trustees, the Board of Trustees shall consist of not less than ten (10) nor more than thirty (30) Trustees, not including any ex-officio or emeritus Trustees. The minimum and maximum number of Trustees may be increased or decreased by amendment of these Bylaws, provided that any action of the Trustees to effect such increase or decrease will require the vote of a majority of the Entire Board. No decrease will shorten the term of any incumbent Trustee. The “Entire Board” as defined in Sections 102(a)(6-a) and 702 of the NPCL and for purposes of these Bylaws will be fixed by resolution adopted by a majority of the Entire Board, or, if not so fixed, will consist of the total number of Trustees within the foregoing range that were elected as of the most recently-held election of Trustees, including any Trustees whose terms have not yet expired.

(a) Ex-Officio Trustees. The President of the University shall serve as an ex-officio member of the Board of Trustees and shall not be counted in determining the presence of a quorum and shall be entitled to vote. Other persons may be designated as ex-officio members of the Board of Trustees from time to time by a vote of the Board of Trustees. Any resolution of the Board of Trustees designating an additional ex-officio member of the Board of Trustees shall specify whether such ex-officio member of the Board of Trustees shall or shall not be counted in determining the presence of a quorum and shall or shall not be entitled to vote.

(b) Emeritus Trustees. Retired members of the Board of Trustees may be elected to emeritus status by a vote of the Board of Trustees. Emeritus Trustees may be invited to attend meetings of the Board of Trustees, but shall not be entitled to vote. Emeritus Trustees may not attend any executive session of any meeting of the Board of Trustees without the express invitation of the Chair. 

(c) Prohibited Members. No member of the Stony Brook Council may serve on the Board of Trustees. A majority of the Trustees must be individuals who are not faculty, staff, or students of the University.

Section 2.  Classes. Trustees shall be divided into five (5) classes. Each class shall be as nearly equal in number as possible, and one class shall be elected each year at the Annual Meeting of the Board of Trustees. 

Section 3. Method of Election; Term. At each Annual Meeting (as defined in Section 5(a) of this Article IV), a number of Trustees up to (i) the number whose terms have expired plus (ii) the number of vacancies, if any, shall be elected by a majority of the Trustees present, including, for the avoidance of doubt, the outgoing Trustees, each to serve for a term of five (5) years (or, if less, for the remainder of the term of the class for which such Trustee shall have been chosen) and until the next election of the class for which such Trustee shall have been chosen by the Board of Trustees or until his or her earlier death, resignation or removal. Trustees may serve consecutive terms. In advance of each Annual Meeting of the Board of Trustees, the names and qualifications of an appropriate number of persons nominated to serve as Trustees will be circulated to the Trustees

Section 4. Vacancies and Newly Created Trusteeships. Newly created trusteeships resulting from an increase in the authorized number of Trustees and vacancies occurring in the Board of Trustees for any cause, including any vacancy occurring by reason of the removal of any Trustee, may be filled by the vote of a majority of those Trustees present at a meeting at which a quorum is present, or, in the event that the number of Trustees then in office is less than a quorum, the vote of a majority of the Trustees then in office, although less than a quorum, or by a sole remaining Trustee. New trusteeships shall be classified so as to maintain equality among the classes of Trustees. Each Trustee elected (i) to fill a newly created trusteeship or (ii) to fill a vacancy occurring in the Board of Trustees for any cause, including any vacancy occurring by reason of the removal of any Trustee, shall hold office until the next election of the class for which such Trustee shall have been chosen by the Board of Trustees or until his or her earlier death, resignation or removal.

Section 5. Meetings.
(a) Regular Meetings. The Board of Trustees shall meet at least quarterly. The regular meeting in the last quarter of the Foundation’s fiscal year shall be designated as the “Annual Meeting.”


(b) Special meetings of the Trustees may be called by the Chair of the Board of Trustees in accordance with the notice of meetings provision below. Any Trustee may call a special meeting upon written demand of at least one-fifth of the Entire Board. 

(c) Place of Meetings. The Chair shall designate the time and place of all regular and special meetings.

(d) Notice of Meetings. Notice need not be given of regular meetings of the Board of Trustees if the time and place of such meetings are fixed by the Board of Trustees. Notice of each special meeting of the Board of Trustees must be given to each Trustee by or at the direction of the Chair or the Secretary not less than five (5) business days before the date of such meeting, and the purpose for which the meeting is called shall be stated in such notice. Notice may be in writing and sent by first class mail, addressed to each Trustee at his or her address as it appears on the records of the Foundation. Notice shall be deemed to have been given when it is deposited in the United States mail. In addition to written notice by first class mail, notice may also be given not less than five (5) business days before the date of such meeting either by telephone or sent by courier service, electronic mail or hand delivery. Notice of a meeting of the Board of Trustees need not be given to a Trustee who submits a waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. Such waiver of notice may be written or electronic. If written, the waiver shall be executed by the Trustee. If electronic, the transmission of the waiver shall be sent by electronic mail and include information from which it can reasonably be determined that the transmission was authorized by the Trustee.


(e) Quorum. At each meeting of the Board of Trustees, whether it is a regular meeting or a special meeting, a quorum shall consist of at least one third of the Entire Board. 

(f) Manner of Acting. Unless otherwise provided in the Bylaws or required by applicable law, the vote of a majority of those Trustees present at a meeting at which a quorum is present shall be required for the Board of Trustees to take any action.

(g) Meeting by Conference Telephone. Any one or more members of the Board of Trustees may participate in a meeting of the Board of Trustees by means of a conference telephone, electronic video screen communication equipment, or similar communications equipment allowing all Trustees participating in the meeting to hear each other at the same time and to participate in all matters before the Board of Trustees. Any one or more members of any committee of the Board of Trustees may participate in a meeting of such committee of the Board of Trustees by means of a conference telephone, electronic video screen communication equipment, or similar communications equipment allowing all members of such committee of the Board of Trustees participating in the meeting to hear each other at the same time and to participate in all matters before the committee of the Board of Trustees. Participation by such means shall constitute presence in person at a meeting of the Board of Trustees or committee thereof, as applicable.

(h) Action Without a Meeting. Any action required or permitted to be taken by the Board of Trustees or any committee thereof may be taken without a meeting if all members of the Board of Trustees or such committee thereof, as applicable, consent to the adoption of a resolution authorizing the action. Such consent may be written or electronic. If written, the consent shall be executed by the Trustee. If electronic, the transmission of the consent shall be sent by electronic mail and include information from which it can reasonably be determined that the transmission was authorized by the Trustee. The resolution and the consents thereto by the members of the Board of Trustees or the committee thereof, as applicable, shall be filed with the minutes of the proceedings of the Board of Trustees or such committee, as applicable. 

Section 6. Removal; Resignation.
(a) Removal. Provided there is a quorum present of not less than a majority of the Trustees then in office, any Trustee may be removed for cause by a two-thirds vote of the Trustees present at the meeting at which such action is taken.  

(b) Resignation. Any Trustee may resign at any time by giving written notice to the Chair or Secretary. The resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of the resignation shall not be necessary to make it effective. 


Section 7. Committees.
(a) Committees of the Board of Trustees. The Board of Trustees may create one or more committees of the Board of Trustees (including, without limitation, an Audit Committee, a Budget Committee, an Executive Committee, a Governance Committee, an Investment Committee, and a Nominating Committee) to have and exercise such power and authority as the Board of Trustees shall specify and as permitted by law. Each committee shall consist of three (3) or more Trustees, who shall be elected annually by the Board of Trustees at the Annual Meeting; provided that the members of any Executive Committee (other than any ex-officio members) will be elected by a majority of the Entire Board. 

(b) Committees of the Foundation. The Board of Trustees may create one or more committees of the Foundation to carry out such functions as the Board of Trustees may specify and as permitted by law. Such committees shall have the power to recommend action to the Board of Trustees but shall not have the power to take any corporate action. The members of committees of the Foundation need not be exclusively Trustees of the Foundation, and shall be elected in the same manner as officers of the Foundation.

(c) Operation of Committees. At each meeting of a committee, a majority of the members of the committee shall be present to constitute a quorum. The vote of a majority of the members of a committee present at any meeting at which there is a quorum shall be the act of the committee.


Section 8. Compensation. No Trustee shall receive any compensation from the Foundation for services performed in his or her capacity as a Trustee, but Trustees shall, upon request, be reimbursed for reasonable expenses incurred in the performance of official duties to the Foundation. 


Section 9. Reports. In accordance with Section 519 of the NPCL, at the Annual Meeting, the Chair and Treasurer shall present a report to the Board of Trustees, verified by the Chair and the Treasurer, or by a majority of the Trustees, or certified by an independent public or certified public accountant or a firm of such accountants selected by the Board of Trustees showing in appropriate detail the following: (1) the assets and liabilities, including the trust funds, of the Foundation as of the end of the immediately preceding fiscal year; (2) the principal changes in assets and liabilities, including trust funds, during the immediately preceding fiscal year; (3) the revenue or receipts of the Foundation, both unrestricted and restricted to particular purposes, during the immediately preceding fiscal year; and (4) the expenses or disbursements of the Foundation, for both general and restricted purposes, during the immediately preceding fiscal year. The annual report shall be filed with the records of the Foundation and either a copy or an abstract thereof shall be entered in the minutes of the proceedings of the Annual Meeting. In addition, at the Annual Meeting the Treasurer shall make an annual report to the Board of Trustees concerning assets held for a specific purpose, the use made of such assets and the income thereof as provided in Section 513(b) of the NPCL. 

Section 10. Loans to Trustees and Officers. Subject to the exceptions outlined in Section 716 of the NPCL, no loans shall be made by the Foundation to any Trustee or officer, or to any other entity in which one or more Trustee or officer is a director or officer or holds a substantial financial interest. 

Section 11. Conflict of Interest.

(a) For purposes of this Article IV, Section 11, the following terms will have the following meanings:

i.  “Covered Person” shall mean a Trustee, officer or Key Person of the Foundation or any affiliate of the Foundation, and his or her Relatives and Related Entities.

ii. “Covered Transaction” shall mean any transaction, agreement or arrangement in which a Covered Person has a financial interest and in which the Foundation or an affiliate of the Foundation is a participant, provided, however, that a transaction, agreement or arrangement will not be a Covered Transaction if: (1) the transaction, agreement or other arrangement, or the Covered Person’s financial interest in the transaction, agreement or other arrangement, is de minimis; (2) the transaction, agreement or other arrangement would not customarily be reviewed by the Board of Trustees or the governing board of similar organizations in the ordinary course of business and is available to others on the same or similar terms; or (3) the transaction, agreement or other arrangement constitutes a benefit provided to a Covered Person solely as a member of a class of the intended beneficiaries of the Foundation in accomplishing its mission which benefit is made available by the Foundation to all similarly-situated members of the same class on the same terms.

iii. “Key Person” shall mean any person other than a Trustee or officer of the Foundation, whether or not an employee of the Foundation, who (1) has responsibilities, or exercises the powers or influence of Trustees and officers of the Foundation; (2) manages the Foundation, or a segment of the Foundation that represents a substantial portion of the activities, assets, income or expenses of the Foundation; or (3) alone or with others controls or determines a substantial portion of the Foundation’s capital expenditures or operating budget. 

iv.  “Related Entity” shall mean, with respect to a person, any entity in which he or she and/or his or her Relatives, have a thirty-five percent (35%) or greater ownership interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest of more than five percent (5%).

v. “Relative” shall mean, with respect to a person, his or her immediate family members consisting of his or her spouse or domestic partner, ancestors, siblings and their spouses or domestic partners, and lineal descendants and their spouses or domestic partners. 

(b) Each member of the Board of Trustees has a fiduciary obligation to act in the best interests of the Foundation. Service as a member of the Board of Trustees, an officer, or a Key Person of the Foundation shall not be used as a means for private benefit or inurement of the Trustee, officer, Key Person or his or her respective Relatives or Related Entities.

(c) When a Trustee, officer, or Key Person of the Foundation becomes aware that he or she, or any of his or her Relatives or Related Entities, may have an interest in a Covered Transaction, he or she will immediately disclose the existence and material facts of the interest in the Covered Transaction to the Board of Trustees or the Audit Committee of the Board of Trustees (the “Audit Committee”). The Board of Trustees or Audit Committee, as applicable, will determine whether the relevant transaction, agreement or arrangement is a Covered Transaction subject to the approval procedures required by this Conflict of Interest Policy.

(d) Any Covered Transaction will be approved by the Board of Trustees or Audit Committee, as applicable, only after the Board of Trustees or the Audit Committee determines that the transaction, agreement or arrangement is fair, reasonable and in the best interests of the Foundation. In addition:

i. the disclosing Trustee, officer, or Key Person may participate in the information-gathering stage of the Board of Trustees’ or the Audit Committee’s discussion but will not be physically present during the final deliberation or vote on the Covered Transaction;

ii. if a Trustee, the disclosing person will not vote on the Covered Transaction; and

iii.  the disclosing person will refrain from influencing the deliberation or the vote on the Covered Transaction.

(e) In determining whether to approve a Covered Transaction in which a Covered Person may have an interest, disinterested Trustees on the Board of Trustees or the Audit Committee, as applicable, will take into account the restrictions regarding excess benefit transactions under Section 4958 of the Code.

(f) In determining whether to approve a Covered Transaction in which a Covered Person may have a substantial financial interest, and not just a financial interest, disinterested Trustee on the Board of Trustees or the Audit Committee, as applicable, will, in addition to following the procedures set forth above:

i. consider alternative transactions to the extent available;

ii. approve the Covered Transaction by not less than a majority vote of the Trustees present at the meeting of the Board of Trustees or the Audit Committee; and

iii. contemporaneously document in the meeting minutes the basis for the Board of Trustees’ or the Audit Committee’s approval of the Covered Transaction, including its consideration of any alternative transaction.

(g) All questions as to whether a Covered Transaction exists, including whether a Trustee, officer, or Key Person (or their Family Members or Related Entities) has an interest in a Covered Transaction will be resolved by a vote of the Board of Trustees or the Audit Committee, as applicable, in which the interested individual, if he or she is a Trustee, may not vote.

(h) A Trustee who is present at a meeting of the Board of Trustees or the Audit Committee, as applicable, where a Covered Transaction is considered but not present at the time of the vote of the Board of Trustees or the Audit Committee due to the Trustee, either directly or indirectly, having an interest in the Covered Transaction will nevertheless be deemed to be present at the time of the vote on the Covered Transaction for purposes of determining the presence of a quorum at the meeting.

(i) The minutes of the meeting of the Board of Trustees or the Audit Committee, as applicable, considering the Covered Transaction will:

i. reflect that the Covered Person’s interest in the Covered Transaction was disclosed;

ii. state that the Covered Person (and any Trustee, officer, or Key Person affiliated with the Covered Person) was not present during the final deliberation or vote of the Board of Trustees or the Audit Committee on the Covered Transaction;

iii. state that the Covered Person, if a Trustee, abstained from voting on the Covered Transaction;

iv. describe the action taken by the Board of Trustees or the Audit Committee relating to the Covered Transaction (e.g., approval or disapproval); and

v. describe any consideration of alternative transactions, to the extent applicable, by the Board of Trustees or the Audit Committee.

(j) Notwithstanding approval of a Covered Transaction in accordance with this Conflict of Interest Policy, no Trustee, officer or Key Person who has, directly or indirectly through a Relative or Related Entity, a financial interest or substantial financial interest in the Covered Transaction may participate in the administration by the Foundation of the Covered Transaction.

(k) Each Trustee, officer and Key Person of the Foundation will furnish a conflict of interest disclosure statement to the Executive Director of the Foundation, as the designee of the Secretary of the Foundation and the designated compliance officer of the Foundation (the “Compliance Officer”), prior to his or her election to the Board of Trustees or as an officer or appointment as a Key Person, and thereafter on an annual basis. Each disclosure statement will identify, to the best of the knowledge of the Trustee, officer or Key Person, (i) any entity of which the Trustee, officer or Key Person is an officer, director, trustee, member, owner (either as a sole proprietor or partner) or employee and with which the Foundation has a relationship and (ii) any Covered Transaction in which the Trustee, officer or Key Person or any of his or her respective Family Members or Related Entities is involved or expects to be involved. Commencing with the first day of each fiscal year, a Trustee who has not filled out and returned a Conflict of Interest Disclosure Statement may not vote at any meeting of the Board of Trustees until such Trustee has filled out and delivered such form to the Compliance Officer. The disclosure statements will be provided to and reviewed annually by the Chair of the Audit Committee, or, if there is no Audit Committee, the Chair of the Board of Trustees. In addition, each Trustee, officer, and Key Person will report promptly to the Compliance Officer, any potential conflict of interest as and when it arises, which reports will be provided to the Chair of the Audit Committee, or, if there is no Audit Committee, the Chair of the Board of Trustees. The Board of Trustees or Audit Committee, as applicable, may, in its sole discretion, elect to treat any relationship, transaction or potential conflict of interest disclosed by any Trustee, officer or Key Person of the Foundation as a “Covered Transaction” subject to the terms of this Conflict of Interest Policy.

(l) This Conflict of Interest Policy will apply to other employees and agents of the Foundation, as determined by resolution of the Board of Trustees.


ARTICLE V
OFFICERS OF THE BOARD
Section 1. Number. The officers of the Board of Trustees shall be a Chair, a Vice Chair, a Secretary and a Treasurer, and may also include a Chair Emeritus, and such other officers with such titles as the Board of Trustees shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Trustees. All officers shall be voting members of the Board of Trustees. No employee of the Foundation shall serve as Chair or Vice Chair of the Board of Trustees or hold any other title with similar responsibilities, unless the Board of Trustees approves such employee serving in such capacity by a resolution adopted by two-thirds of the Entire Board and contemporaneously documents in writing the basis for the approval. The Chair Emeritus, if any, must be a Trustee who has retired as Chair and been elected Chair Emeritus by the Board of Trustees in accordance with Section 2 of this Article V.

Section 2. Election and Term of Office. The officers of the Board of Trustees shall be elected annually by the Board of Trustees at the Annual Meeting, and each officer shall hold office until the election of his or her successor or until his or her earlier death, resignation or removal. Officers may serve consecutive terms. 

Section 3. Duties. The duties of the officers of the Board of Trustees 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 meetings of the Board of Trustees. In the absence of the Chair, an acting chair will be appointed by the Board. In addition to his or her usual duties, the Chair shall make an Annual Report on the Foundation’s activities to all members of the Board of Trustees. All officers shall be subject to the supervision and direction of the Board of Trustees. 

Section 4. Vacancies. A vacancy in any office may be filled by the Board of Trustees for the unexpired term thereof. Vacancies may be filled at any regular meeting of the Board of Trustees.

Section 5. Removal; Resignation.
(a) Removal. Any officer elected or appointed by the Board of Trustees may be removed at any meeting of the Board of Trustees at which a quorum is present by a vote of a majority of the Trustees present, either with or without cause. 
(b) Resignation. Any officer may resign at any time by giving written notice to the Chair. The resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Compensation. No officer of the Board of Trustees shall receive any compensation from the Foundation for services performed in his or her capacity as an officer of the Board of Trustees, but shall, upon request, be reimbursed for reasonable expenses incurred in the performance of official duties to the Foundation.


ARTICLE VI
STAFF
Section 1. Executive Director. The Executive Director of the Foundation shall be chosen by the Board of Trustees. The Executive Director of the Foundation shall be charged with the administrative and executive management of the affairs of the Foundation and shall have such other powers and duties as the Board of Trustees may determine from time to time, subject to oversight by the Board of Trustees. At the direction of the Board of Trustees or any committee of the Board of Trustees, the Executive Director may execute, in the name and on behalf of the Foundation, any documents required of the Foundation.

Section 2. Chief Financial Officer. The Chief Financial Officer of the Foundation shall be chosen by the Board of Trustees. The Chief Financial Officer shall be charged with coordination between the Foundation and the University with respect to matters of financial management and shall have such other powers and duties as the Board of Trustees may determine from time to time, subject to oversight by the Board of Trustees. At the direction of the Board of Trustees or any committee of the Board of Trustees, the Chief Financial Officer may execute, in the name and on behalf of the Foundation, any documents necessary to carry out financial decisions made by the Board of Trustees or any committee of the Board of Trustees. At the direction of the Board of Trustees or any committee of the Board of Trustees, the Chief Financial Officer may make disbursements from the Foundation’s operating accounts consistent with the mission of the Foundation. 

Section 3. Chief Investment Officer. The Chief Investment Officer of the Foundation shall be chosen by the Board of Trustees. The Chief Investment Officer shall be charged with overseeing the investment of the Foundation’s assets and shall have such other powers and duties as the Board of Trustees may determine from time to time, subject to oversight by the Board of Trustees.

Section 4. Chief Operating Officer. The Chief Operating Officer of the Foundation shall be chosen by the Board of Trustees. The Chief Operating Officer shall be charged with the day-to-day financial management of the Foundation and shall have such other powers and duties as the Board of Trustees may determine from time to time, subject to oversight by the Board of Trustees. At the direction of the Board of Trustees or any committee of the Board of Trustees, the Chief Operating Officer may execute, in the name and on behalf of the Foundation, any documents necessary to carry out financial decisions made by the Board of Trustees or any committee of the Board of Trustees. At the direction of the Board of Trustees or any committee of the Board of Trustees, the Chief Operating Officer may make disbursements from the Foundation’s operating accounts consistent with the mission of the Foundation. 

Section 5. Additional Personnel. From time to time, the Board of Trustees may employ such other staff personnel with such titles as the Board of Trustees shall determine according to available administrative funds and needs of the Foundation.

Section 6. Compensation. The Board of Trustees shall establish reasonable compensation and benefits for the Executive Director, Chief Financial Officer, Chief Investment Officer, and Chief Operating Officer, and other staff personnel, if any. No person shall participate in the discussions and deliberations of, and the voting on, his or her compensation.

ARTICLE VII
ASSETS AND FUNDS; EXECUTION OF INSTRUMENTS
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 an officer or officers or agent or agents of the Foundation authorized, and in the manner determined, from time to time by resolution of the Board of Trustees. Such authority may be general or may be confined to specific instances.

Section 3. 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. 

Section 4. Contracts and Instruments. The Board of Trustees may authorize any officer or officers or agent or agents of the Foundation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Foundation. Such authority may be general or may be confined to specific instances.

ARTICLE VIII
INDEMNIFICATION
To the fullest extent permitted by law:
(a) The Foundation shall indemnify any person (and that person’s heirs, executors, guardians, administrators, assigns and other legal representatives) who was or is a party or is threatened to be made a party to or is involved in (including as a witness) any threatened, pending, or completed action, suit, proceeding or inquiry (brought in the name of the Foundation or otherwise), whether civil, criminal, administrative, or investigative, and whether formal or informal, including appeals, by reason of the fact that the person is or was a Trustee or officer of the Foundation, or, while a Trustee or officer of the Foundation, is or was serving at the request of the Foundation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that person or that person’s heirs, executors, guardians, administrators, assigns or legal representatives in connection with that action, suit, proceeding or inquiry, including appeals.

(b) Notwithstanding anything to the contrary in subsection (a) of this Article, the Foundation shall indemnify any person seeking indemnification in connection with an action, suit, proceeding or inquiry (or part thereof) initiated by that person only if that action, suit, proceeding or inquiry (or part thereof) was authorized by the Board of Trustees.

(c) No indemnification shall be made to or on behalf of a Trustee or officer if a judgment or other final adjudication adverse to the Trustee or officer establishes that his or her acts were committed in bad faith or were the result of active or deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

(d) Any indemnification made pursuant to this Article shall be authorized according to the procedures set forth in Section 723 of the NPCL.

(e) The Foundation shall pay expenses as incurred by any person described in subsection (a) of this Article in connection with any action, suit, proceeding or inquiry described in subsection (a) of this Article; provided, that, if these expenses are to be paid in advance of the final disposition (including appeals) of an action, suit, proceeding or inquiry, then the payment of expenses shall be made only upon delivery to the Foundation of an undertaking, by or on behalf of the person, to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified under this Article or otherwise. 

(f) The Foundation may purchase and maintain insurance on behalf of any person described in subsection (a) of this Article against any liability asserted against that person, whether or not the Foundation would have the power to indemnify the person against that liability under the provisions of this Article or otherwise.

(g) The provisions of this Article shall be applicable to all actions, suits, proceedings or inquiries made or commenced after the adoption of this Article, whether arising from acts or omissions occurring before or after its adoption. The provisions of this Article shall be deemed to be a contract between the Foundation and each Trustee or officer who serves in such capacity at any time while this Article and the relevant provisions of the laws of the State of New York and other applicable law, if any, are in effect, and any repeal or modification of this Article shall not adversely affect any right or protection of any person described in subsection (a) in respect of any act or omission occurring prior to the time of the repeal or modification.  

(h) If any provision of this Article shall be found to be invalid or limited in application by reason of any law or regulation, that finding shall not affect the validity of the remaining provisions of this Article. The rights of indemnification provided in this Article shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person described in subsection (a) of this Article may otherwise be entitled or permitted by contract, the Certificate of Incorporation, vote of the Board of Trustees, or otherwise, or as a matter of law, both as to actions in the person’s official capacity and actions in any other capacity while holding such office, it being the policy of the Foundation that indemnification of any person described in subsection (a) of this Article shall be made to the fullest extent permitted by law. 

(i) For purposes of this Article, reference to “other enterprises” shall include employee benefit plans; reference to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and reference to “serving at the request of the Foundation” shall include any service as a Trustee or officer of the Foundation which imposes duties on, or involves services by, that Trustee or officer with respect to an employee benefit plan, its participants, or beneficiaries.

(j) The Foundation may, by vote of the Board of Trustees, provide indemnification and advancement of expenses to current or former employees and agents of the Foundation; provided, that, if these expenses are to be paid in advance of the final disposition (including appeals) of an action, suit, proceeding or inquiry, then the payment of expenses shall be made only upon delivery to the Foundation of an undertaking, by or on behalf of the person, to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified.

ARTICLE IX
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 a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of, and all resolutions adopted by, the Board of Trustees and each committee of the 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 X
AMENDMENTS
Section 1. Certificate. The Board of Trustees may amend the Certificate of Incorporation at any meeting of the Board of Trustees, at which a quorum is present, by a vote of a majority of the Entire Board or by unanimous written consent of the Board of Trustees.

Section 2. Bylaws. The Board of Trustees may amend or repeal these Bylaws at any meeting of the Board of Trustees, at which a quorum is present, by a vote of two-thirds of the Trustees present or by unanimous written consent of the Board of Trustees. 

 

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