ARTICLE I: Name
The name of this corporation is “Faculty-Student Association of the State University of New York at Stony Brook, Inc.” (“FSA”), a not-for-profit corporation incorporated in the State of New York.
ARTICLE II: Purpose
A. FSA is organized, and shall be operated exclusively for the purpose of supporting the State University of New York at Stony Brook (“University”), an educational corporation created by state law as a public institution of higher education.
B. The general purposes of FSA shall be to establish, operate, manage and promote the educational activities and programs of the University; to collect, receive and disburse funds for the benefit of the University; to borrow money for the purpose of erecting, extending, equipping, maintaining and operating facilities for use by the University; to erect, equip, maintain and operate facilities at the request of the University, and to operate businesses in connection with the needs of the University and its students, faculty and administration.
ARTICLE III: Membership
FSA shall have no members.
ARTICLE IV: Board of Directors
A. Duties and Powers: The management powers of FSA shall be vested in a Board of Directors which shall have charge, control and management of the property, affairs and funds of FSA; and shall have the power and authority to do and perform all acts and functions consistent with these Bylaws and with the FSA Articles of Incorporation.
Duties of the Board of Directors shall include, but are not limited to:
- The oversight of all FSA business.
- The appointment of such agents or committees as it may deem necessary in addition to those prescribed in these Bylaws, and the fixing of duties, powers and tenure of such appointees.
- The employment of such persons as it may deem necessary, and the fixing of duties, powers, and compensation of such employees.
B. Number: The number of Directors may be increased or decreased from time to time by a vote of the members of the Board, but in no case shall the number of Directors be less than five nor more than twelve.
C. Selection of Directors: The Board of Directors shall be composed of twelve voting members, including the following:
- There shall be four Directors from the University's administrative staff appointed by the University President (“Administrative Directors”), including the University’s Senior Vice President of Finance and Administration (or President’s designee if such position does not exist) who is hereby designated as the University President’s designee and ex-officio voting member;
- There shall be four Directors from the University's student body (“Student Directors”)
- One student member being the President of the Undergraduate Student Government (“USG”), or his or her designee,
- Two student members being elected from the USG Senate; and
- One student member being an officer (President, Vice President, Treasurer or Secretary) or member of the Graduate Student Organization for the academic year
- The Student Directors must be full-time matriculated students in academic good standing as defined by the University. In addition, one of the three USG student member representatives must be a commuter student and one must be a resident student.
- There shall be three members elected by the University Senate with at least two members being faculty and one member from the Health Sciences Center (“Faculty Directors”). Faculty Directors must be employed full-time at the University.
- There shall be one member appointed by the Administrative Vice President/Dean for Stony Brook Southampton (“Stony Brook Southampton Campus Director”), so long as auxiliary services at the Stony Brook Southampton campus operate through FSA. In the event such auxiliary services are no longer performed by FSA at the Stony Brook Southampton campus, the University President shall appoint an additional Director pursuant to the Administrative Directors provision described in (1) above.
- The Executive Director of FSA serves as an ex-officio, nonvoting member of the Board of Directors.
D. Term: The term for Board members shall begin in September of each year. Administrative Directors shall serve terms determined by the University President. Faculty Directors shall serve three-year terms and may serve successive terms if re-appointed. The USG Student Directors elected by the Senate shall serve two-year terms and other Student Directors shall serve one year terms, and both may serve successive terms. A term of office shall continue until a successor is selected. Each Director shall hold office until the expiration of the term for which he/she is elected or appointed until his/her prior death, resignation or removal and until his or her successor has been appointed or elected and qualified. Each Director is eligible for re-election or re-appointment. Student, Administrative and Faculty Directors who are on leave from the University shall be deemed vacant and shall be replaced on the Board in accordance with Article III, Section E (Vacancies).
E. Vacancies: Vacancies occurring in the Board for any reason will be filled by the constituency or officer responsible for selection of the Director whose position is vacant. A Director elected to fill a vacancy will hold office for the remainder of the Board year.
F. Resignation: Any Director may resign at any time by giving a written resignation to the President, the Vice President or the Secretary. A resignation will be effective upon delivery unless it specifies an effective date, in which case the resignation is effective at the time specified. Unless the resignation specifies otherwise, Board acceptance of the resignation is not necessary to make it effective.
G. Compensation: No Director shall receive compensation for his or her services. In no event shall any part of the net earnings of FSA inure to the benefit of any Director or Officer of FSA, or to the benefit of any other individual, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or any corresponding provisions of any subsequent Internal Revenue Service laws.
H. Voting: Each Director shall have one vote, and a majority shall be necessary for the exercise of the powers of the Board of Directors hereunder, unless otherwise required by these Bylaws or State law.
I. Removal: Any Board member or officer may be removed from the Board for cause by a two-thirds vote of those voting members present at the Board meeting.
ARTICLE V: Officers and their Duties
A. Elections of Officers: Elections of Board officers shall take place at the first Board meeting of the academic year. Members shall serve one year on the Board before becoming eligible for service as a Board officer.
B. Officers: The officers of FSA shall be a President, Vice President, Treasurer, and Secretary. The President, Vice President, and Secretary shall be selected from among the Board of Directors. The University’s Senior Vice President of Finance and Administration (or President’s designee if such position does not exist) shall be the Treasurer.
C. Election and Term: The President, Vice President and Secretary shall be elected by the Board of Directors from among the members of the Board. The President shall serve a term of two years. The Vice President and Secretary shall serve one year terms. All officers shall serve until a successor is elected.
D. The President: The President will be the chief executive officer of FSA and the Board’s direct executive representative in its management. The President will preside at all meetings of the Board. Neither the University President nor any employee of FSA shall serve as President or hold any other title with similar responsibilities.
E. The Vice President: The duties of the Vice President shall be the same as the President in the President’s absence.
F. The Treasurer: The Treasurer will ensure monitoring of the financial activities of FSA by the Board and will serve as liaison between the Executive Director and the Board of Directors for fiscal matters as requested. The Treasurer will perform all such other duties as usually pertain to the office or are properly required by the Board. The Treasurer shall be required to submit FSA’s Annual Budget to the University’s or designee and shall serve as Chair of the Board’s Finance Committee.
G. The Secretary: The Secretary will ensure that the minutes of the Board are properly kept. He or she will: attend to the giving and serving of all notices of FSA; have charge of such books and papers as the Board may direct; attend to such correspondence as may be assigned; and perform all such other duties as usually pertain to the office or are properly required by the Board.
H. Duties of Officers May Be Delegated: If an officer is absent or unable to perform his or her duties, or for any other reason that the Board deems sufficient, the Board, except where otherwise provided by law, may delegate the powers or duties of an officer to any other officer or to any director.
I. Officer Holding Two or More Officers: Any two or more Board officers, except those of President and Secretary, may be held by the same person, but no officer will execute or verify any instrument in more than one capacity if such instrument is required by law or otherwise to be executed or verified by two or more officers.
J. Compensation: No officers shall receive any compensation from FSA for services rendered in an official capacity, but officers shall be reimbursed for reasonable expenses incurred in the performance of official duties.
K. Removal: Any officer may be removed or have his or her authority suspended by the Board at any time, with or without cause.
L. Resignation: Any officer may resign at any time by giving a resignation in writing to the Board, the President or the Secretary. A resignation will be effective upon delivery unless it specifies an effective date, in which case the resignation is effective at the time specified. Unless the resignation specifies otherwise, Board acceptance of the resignation is not necessary to make it effective.
M. Vacancies: Vacancies in the office of the President, Vice President, and Secretary may be filled by vote of a majority of the Board of Directors at any meeting of the Board.
ARTICLE VI: Meetings
A. Regular Meetings of the Board: Regular meetings of the Board, for the transaction of business set forth in the notice of the meeting, will be held at a time and place, within or without the State of New York, determined by the Board and specified in the notice of the meeting. Meetings of the Board of Directors shall be called at least five (5) times during the academic year. Board meetings may be called by the President or the Executive Committee and shall be called at the request of three members of the Board of Directors. The call shall be issued by the Secretary not less than ten (10) days before the meeting is to be held and shall state the date, time, place and matters to be acted upon.
B. Special Meetings: Special meetings of the Board may be called at any time by the President, or in his or her absence or disability, a Vice-President, and must be called by such officer on written request by three or more Directors. Such request will state the purpose or purposes for which the meeting is to be called. Each special meeting of the Board will be held at a time and place determined by the person calling the meeting and specified in the notice of the meeting.
C. Annual Meeting: The annual meeting of the Board will be the regular meeting held within four weeks of the University’s commencement of the fall semester each year, or such other regular meeting designated by the Board.
D. Notice of Meetings: Notice of each regular or special meeting of the Board stating the time and place of the meeting will be given by the President, a Vice President or the Secretary to each Director at least five (5) days before the meeting, by mailing the notice, postage prepaid, addressed to each Director at his or her residence or usual place of business, or by delivering the notice to each Director personally, by facsimile, by electronic communication or by telephone. A Director’s attendance at a meeting without protesting, before or at the commencement of such meeting, the lack of notice to him or her constitutes waiver of notice. A Director may also waive notice by submitting a waiver of notice before or after a meeting. Such waiver of notice may be written or electronic. If written, the waiver must be executed by the Director signing such waiver or causing his or her signature to be affixed to such waiver by any reasonable means including but not limited to facsimile signature. If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the director.
E. Quorum: The presence in person of a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Action authorized by a vote of a majority of Directors present at a duly convened meeting of the Board shall be the action of the Board.
F. Action by Consent: Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting or prior notice if a written consent in lieu of meeting, which sets forth the action to be taken, is signed either before or after such action by all Directors. All written consents shall be filed with the minutes of the Board’s proceedings.
G. Meeting by Telephone or Videoconference: The Board of Directors may participate in meetings by conference telephone or similar communications equipment whereby all participants can hear each other at the same time. Such participation shall constitute presence in person by that Director at the Board meeting. A written record shall be made of all actions taken at any such meeting.
ARTICLE VII: Committees
A. General: The Board of Directors shall create as Standing Committees of the Board an Executive Committee, an Audit Committee, a Finance Committee and a Personnel and Compensation/Benefits Committee. The Board may create such additional committees as it deems necessary to carry out the purposes for which FSA was formed, and shall prescribe the duties of those committees. The Board may solicit qualified non-Board members to serve on FSA committees. At a minimum, each non-Board committee candidate shall:
- have in aggregate the kinds of skills, knowledge and experience which can contribute to the purpose and mission of FSA,
- be able to attend committee meetings regularly and
- be able to devote a significant amount of time to the affairs of FSA.
B. Executive Committee: The Executive Committee shall consist of the President as Chair, the Vice-President, the Treasurer, the Secretary and such other members of the Board of Directors as the Board may from time to time determine. If none of the above positions are filled by a student, one USG Student Director will be designated a member of the Executive Committee. The Executive Committee shall meet on the call of its Chair and may conduct the business of FSA when it is not convenient for the full Board to meet or as the Board may from time to time authorize. At all meetings of the Executive Committee, a majority of the members thereof shall constitute a quorum.
C. Audit Committee: The Audit Committee shall consist of at least three (3) members, at least one (1) of whom shall be a Director. The Audit Committee shall recommend to the Board of Directors the independent public accountant to be retained to conduct the annual audit of FSA’s financial books and records and shall serve as the primary contact with said auditors. The Committee shall review with the auditor the scope of the annual audit and management letter and shall report on the results of such audits to the Board of Directors.
D. Finance Committee: The Finance Committee shall consist of the Treasurer as Chair, and at least three (3) other members. The Finance Committee shall be responsible for the development of sound financial plans as well as generally supervising the financial affairs of FSA. Specifically, the Committee shall review projected financial requirements, evaluate and recommend the adoption of annual budgets and maintain control over expenditures by evaluating FSA management and financial reports and plans.
E. Personnel and Compensation/Benefit Committee: The Personnel and Compensation/Benefit Committee shall consist of no fewer than three (3) members, at least one (1) of whom shall be a Director. The Personnel and Compensation/Benefit Committee shall have general supervision over employee relations, policies and procedures and compensation/benefit matters of FSA and shall perform such other duties as from time to time may be delegated to it by the Board.
ARTICLE VIII: General
A. Principal Office: The principal office of FSA shall be on the campus of the State University of New York at Stony Brook.
B. Fiscal Year: FSA shall keep its books and accounting records on the same fiscal year basis as the University, with the fiscal year commencing on July 1. All required returns shall be filed on that basis. All accounts of FSA shall be audited by an independent accounting firm.
C. Executive Director: The Executive Director of FSA shall be appointed by and serve at the discretion of the Board of Directors, in consultation with the University President. The Executive Director is an ex-officio, non-voting member of the Board. The Executive Director serves as Chief Operating Officer of FSA and is responsible for its day to day operations, employees and business directors.
ARTICLE IX: Notice
A. Form and Delivery: Any notice required or permitted to be given to any Director or officer shall be given in writing, either personally or by first-class mail with postage prepaid, to the recipient at his or her address, as it appears in the records of FSA for this purpose. Personally delivered notices shall be deemed to be given at the time they are delivered at the address of the named recipient; mailed notices shall be deemed given at the time they are deposited in the United States mail.
B. Waiver and Effect of Attendance: Whenever any notice is required to be given by law, the Articles of Incorporation or these Bylaws, a written waiver thereof, signed by the person(s) entitled to such notice, before or after the time for the meeting stated therein, shall be the equivalent of the giving of such notice. In addition, any Director who attends a meeting of Directors in person or by telephone conference (or similar communications) shall be deemed to have had timely and proper notice of the meeting, unless such Director attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
ARTICLE X: Prohibited Activities
No part of the net earnings of FSA shall inure to the benefit of, or be distributed to, any FSA voting Director, except that FSA may reimburse any Director, for expenses reasonably incurred in performing services for FSA. No substantial part of FSA’s activities shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and FSA shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, its Articles of Incorporation or applicable State or Federal law, FSA shall not engage in or carry on activities not permitted to be engaged in or carried on by a corporation described in and exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
ARTICLE XI: Conflict of Interest
A duality of interest, conflict of interest or appearance of a conflict of interest may exist when a member of the Board or of any Committee has a direct or indirect interest in another entity, and that entity enters into a transaction with FSA. Direct or indirect interest includes any legal, equitable or fiduciary interest or position in such entity. No member of the Board or a Committee having a duality of interest or possible conflict of interest in a matter before the Board or Committee may be counted in determining the quorum for the meeting. The minutes of the meeting shall reflect that the disclosure was made and that the member abstained and was not present during the discussion or vote. The foregoing shall not be construed as preventing such member of the Board or Committee from briefly stating a position on the matter or from answering pertinent questions of other Board or Committee members. Board members shall be required to sign a statement, once each fiscal year, acknowledging their responsibility to avoid conflicts of interest when conducting FSA business.
ARTICLE XII: Assets and Funds
A. Ownership: No Director, officer or employee of FSA shall have any right, title or interest in any of the assets and funds of FSA; all assets and funds of FSA shall be owned exclusively by FSA.
B. Disposition: All funds of FSA shall be deposited in an account or accounts in the name of FSA in a bank or banks and shall be used solely either to earn interest or to pay the proper expenses of FSA. Funds shall be withdrawn from such bank account or accounts upon the written authorization and signature of such persons as the Board of Directors may designate. Any funds in FSA which in the judgment of the Board of Directors shall not be immediately required to effect the purposes of FSA may be invested in such securities as in the judgment of the Board of Directors is sound and proper. Any surplus may be used for the benefit of the University in accordance with the purposes of FSA as expressed in its general purpose clause, at the discretion of the Board of Directors.
C. Corporate Books and Papers: All corporate books and papers of FSA shall be made available upon request to the President of the University and the Chancellor. FSA shall keep books of accounts and records of all its operations. It shall maintain systems of bookkeeping and accounting acceptable to the State University of New York and to the State Comptroller and shall permit inspection of said books, records and papers of any kind by the State University of New York and the State Comptroller. Copies of all organizing documents, including all amendments thereto must be on file with the University Controller.
D. Audit: All books, records and accounts of FSA shall be subject to examination and audit by the State University of New York at any time. FSA will have an annual audit conducted by an independent certified public accountant (“CPA”) or CPA firm, within 90 days after the close of FSA’s fiscal year. Copies of all audit reports shall be transmitted to the President of the University and the State University of New York for review and acceptance (in accordance with SUNY Guidelines).
E. Loans to Directors and Officers: No loans will be made by FSA to its Directors or officers.
F. Gifts: The Board, the Executive Committee or any authorized officer, employee or agent of FSA may accept on behalf of FSA any contribution, gift, bequest or devise for any general or special purpose or purposes of FSA.
G. Reports: At the annual meeting of the Board, the President and Treasurer will present to the Board a report, verified by the President and Treasurer and certified by an independent public or certified public accountant or a firm of such accountants selected by the Board, showing in appropriate detail the following:
- the assets and liabilities, including the trust funds, of FSA as of the end of a 12-month fiscal period of FSA terminating not more than six months prior to said meeting;
- the principal changes in assets and liabilities, including trust funds, during said fiscal period;
- the revenue or receipts of FSA, both unrestricted and restricted to particular purposes, during said fiscal period; and
- the expenses or disbursements of FSA, for both general and restricted purposes, during said fiscal period.
Such report will be filed with the minutes of the annual meeting of the Board.
ARTICLE XIII: Indemnification of Directors and Officers
A. Right of Indemnification: FSA will indemnify any person who is made, or is threatened to be made, a party to an action or proceeding by reason of the fact that he or she (or his/her testator or intestate) was a Director or officer of FSA. Such indemnification will be in accordance with and to the fullest extent permitted by the New York Not-For-Profit Corporation Law or other applicable law, as such law now exists or is subsequently adopted or amended. It will apply to any action or proceeding or related appeal, whether criminal, civil, administrative or investigative, and will apply regardless of whether the Director or officer is in office at the time of the action or proceeding. However, FSA will indemnify a Director or officer in connection with an action or proceeding initiated by that director or officer only if the action or proceeding was authorized by the Board.
B. Advancement of Expenses: FSA may pay expenses incurred by a Director or officer in connection with an action or proceeding described in Section 1 of this Article IX in advance of the final disposition of that action or proceeding. Such advances may be paid only if (a) the Director or officer agrees in a signed writing to repay the advance if he or she is ultimately found not to be entitled to indemnification, and (b) the advance is approved by the Board acting by a quorum consisting of Directors who are not parties to the action or proceeding or, if such a quorum is not obtainable, then by vote of a majority of the entire Board. To the extent permitted by law, the Board may advance expenses under this provision without having to find that the Director or officer met the applicable standard of conduct required for indemnification.
C. Availability and Interpretation: To the extent permitted under applicable law, the rights provided in Sections A and b of this Article XIII:
- will be available with respect to events occurring prior to the adoption of this Article XIII;
- will continue to exist after any rescission or restrictive amendment of this Article XIII with respect to events occurring prior to such rescission or amendment;
- will be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding or, at the sole discretion of the Director or officer (or his/her testator or intestate), on the basis of applicable law in effect at the time the rights are claimed; and
- will be in the nature of contract rights that may be enforced in any court of competent jurisdiction as if FSA and the Director or officer seeking such rights were parties to a separate written agreement.
D. Other Rights: The rights provided in Sections 1 and 2 of this Article XIII are not exclusive of any other rights to which a Director or officer of FSA or other person may now or subsequently be otherwise entitled, whether contained in the certificate of incorporation, these by-laws, a resolution of the Board or an agreement providing for such indemnification; the creation of such other rights is expressly authorized. Without limiting the generality of this section, the rights provided in Sections 1 and 2 of this Article XIII are not exclusive of any rights, pursuant to statute or otherwise, of a Director or officer or other person to have his or her costs and expenses in an action or proceeding assessed or allowed in his or her favor, against FSA or otherwise.
E. Severability: If this Article XIII or any part of it is held unenforceable in any respect by a court of competent jurisdiction, it will be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article XIII will remain fully enforceable. Any payments made pursuant to this Article XIII will be made only out of funds legally available for such payments.
ARTICLE XIV: Dissolution
Upon the dissolution of FSA, the Board, after paying or making provision for the payment of all the just debts, obligations and liabilities of FSA, will dispose of all of FSA’s assets as provided for in FSA’s Certificate of Incorporation.
ARTICLE XV: Amendments
A. Procedure: These Bylaws may be amended at any meeting of the Board of Directors by a vote of two-thirds or more of the Directors provided the notice of the proposed amendment, containing the specific wording of the proposed amendment, has been stated in the notice of meeting. The amendment process also includes securing the approval of the University President and SUNY as follows: If substantial changes (e.g., impacts the mission; adds, significantly changes, or eliminates services; creation of a single member corporation, etc.) are proposed to these by-laws of FSA, sixty (60) days’ prior written notice of such proposed change(s) shall be reported to the campus President and the Vice Chancellor. No such change will take effect without the written approval of the campus President and the Vice Chancellor. Changes to these by-laws of a less significant nature (e.g., term limits, signature authority, creation of subcommittees, etc.) should be reported to the President and the Vice Chancellor within 30 days of approval by FSA’s board. (SUNY Guidelines, Exhibit B-1; 2011).