By-Laws

By-Laws of York College Foundation

Section 1.  Name.   The name of this corporation shall be the York College Foundation and hereinafter shall be referred to as the Foundation. 

Section 2.  Nature.    The Foundation shall be a not-for-profit corporation of the State of New York, and its purposes shall be for any lawful purpose described in  section 501(c)(3) of the Internal Revenue Code of 1986, as amended. 

Section 3. Offices.   The principal offices of the Foundation shall be on the campus of York College of the City University of New York, 94-20 Guy R. Brewer Blvd. Jamaica, NY 11451 (hereinafter to as “York College” or “the College”).

Section 4.  Purposes. The purposes of the Foundation shall be to, including without limitation:

a.     Assist York College in developing and delivering more extensive and better defined educational opportunities and services by making and encouraging gifts, grants, contributions and donations of real and personal property to or for the benefit of York College.

b.     Receive, hold, administer and dispose of gifts and grants, and to act as Director of educational or charitable trusts of benefit to and in keeping with the educational purposes and objectives of York College.

c.     Provide financial support for the studies and research of any and all fields of intellectual inquiry of benefit to and in keeping with the educational purposes and objectives of York College and/or its constituent schools, and to enter into contractual relationships appropriate to the purposes of the Foundation.

d.     Advise the President of York College on policy matters pertaining to the College Foundation.

e.     Promote the image and general welfare of York College.

f.      Any other lawful purpose.

Section 5. Dissolution.   In the event of dissolution, the Foundation’s net assets shall be distributed to, and only to, the City University of New York, a body corporate and politic of the City and State of New York, for the sole and exclusive benefit of York College of the City University of New York, or, if at the time of such distribution said York College is not in existence or declines the distribution, to the City University of New York without restriction, or if, at the time of distribution of City University of New York is not an eligible recipient of distribution under Section 501(c)(3) or declines distribution, to one or more organizations described in Section 501(c)(3) of the Internal Revenue Code, as the Directors shall direct, subject to approval by the Court or New York State Attorney General.

Section 6. Documentation.   A copy of this document, and all amendments thereto, shall be provided to the CUNY Office of the General Counsel and to the York College Office of Legal Affairs and Labor Relations. 

Section 1.  Powers and Duties.  The Board of Directors shall have general power to control and manage the affairs and property of the Foundation in accordance with the purposes and limitations set forth in the Certificate of Incorporation and shall have full authority with respect to the distribution and payment of monies received by the Foundation from time to time.  The Board of Directors may make such rules, regulations and guidelines for the promotion and advancement of the Foundation and its purposes as the Board may deem advisable.

The Board of Directors, in addition to the powers and authority expressly conferred upon it by these By-Laws, by the Foundation’s  Certificate of Incorporation, by statute and otherwise, is hereby empowered to exercise all such powers as may be exercised by the Foundation, except as expressly provided otherwise by the statutes of the State of New York, by the Foundation’s Certificate of Incorporation and by these By-Laws.

Section 2.  Number of Voting Directors.  The use of the term "entire Board" herein refers to the total number of Directors entitled to vote that the Foundation would have if there were no vacancies.  The number of Directors constituting the entire board shall be not less than three (3), one of whom must be the President of York College or his or her designee (the “York College Board Member”). The York College Board Member may not serve as the Chairperson/Co-Chairperson of the Foundation. No member of the Board other than the York College Board Member may be an employee of York College or of the City University of New York (“CUNY”), unless authorized by the Board. The York College Board Member shall be an ex-officio member of the Board who is entitled to vote.  The number of Directors may be changed from time to time by resolution of the Board of Directors; provided, however, that the Board shall not have the power to reduce the Board of Directors to fewer than three (3) persons; nor shall it have the power to decrease the number of Directors so as to shorten the term of an incumbent director.  If the Board has not set the number of Directors by resolution, then the entire Board shall consist of the number of Directors within such range that were elected as of the most recently held election of directors.  The term “Director” from herein on refers to Voting Director unless specified otherwise.

Section 3.        Non-Voting Directors.  There shall also be two types of non-voting directors:

(a) Ex-Officio Directors.  The following persons shall be ex-officio non-voting directors: (i) Vice-President for Finance and Administration of the College; (ii) The Provost of the College; (iii) The Director of CUNY Aviation Institute; (iv) Chair of the Nursing Department of the College; and (v) Assistant Vice-President of Planning and Budget.

(b) Honorary directors. Directors may appoint Honorary Directors in recognition of their distinguished service to the York College Foundation. Honorary Directors are invited to board meetings and receive board materials.  Honorary appointments are permanent until otherwise voted by the Directors.

Section 4.        Term of Directors.    Except for the York College Director who which shall be a permanent ex-officio appointment, Directors shall serve for a term of three (3) years, except that for the first members of the Board of Directors appointed or elected following adoption of these Bylaws, the terms shall be divided by lot into terms of one, two and three years. Directors shall hold office until the expiration of their term, which shall be at the conclusion of the Annual Meeting of the Foundation in the year in which their term shall expire or a successor shall have been selected and qualified.  Except for the York College Director which shall be a permanent ex-officio appointment, Directors may be elected for three consecutive terms of 3 years. 

Section 5.        Regular Meetings.     A regular Annual Meeting of the Board of Directors shall be held in September of each year, at such time, date and place as the Board of Directors shall resolve.  The Board of Directors may provide by resolution the time and place either within or without the City and State of New York, for the holding of additional regular meetings of the Board without other notice than such resolution.  Board members are expected to attend at least  three of four regular board meetings per year.

Section 6.        Special Meetings.  Special meetings of the Board of Directors may be called by the Chair on his or her initiative or at the written request of any five (5) Directors or of the President of the College.

Section 7.        Notice. Notice of any special meeting of the Board of Directors shall be given at least ten (10) days previously thereto by a written notice delivered personally or sent by mail, fax or e-mail to each Director at the address shown by the records of the Foundation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any notice sent by telecopy or e-mail, shall be deemed to have been given when directed to the Director’s fax number or e-mail address as it appears on the records of the Foundation, or, to such fax number or e-mail address as filed with the Secretary of the Foundation. Notwithstanding the foregoing, such notice shall not be deemed to have been given electronically if the corporation is unable to deliver two consecutive notices to the member by telecopy or e-mail; or (2) the corporation otherwise becomes aware that notice cannot be delivered to the member by telecopy or e-mail.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

Section 8.        Quorum.  A majority of the entire Board shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a quorum is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 9.        Manner of Acting.  The act of a majority of the Directors at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws. 

Section 10.      Vacancies.   Any vacancy occurring among the Directors and any to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the Directors.  The Director elected to fill a vacancy shall serve until the next annual meeting at which the election of Directors is in the regular course of business and until his/her successor is elected, or appointed and qualified.

Section 11.      Compensation.  Directors as such shall not receive any compensation for their services, but, to the extent permitted by law or applicable regulation, by resolution of the Board of Directors expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board.

Section 12.      Financial Support.  The Foundation may from time to time elect to set a minimum financial contribution from Directors personally/through funds raised for the Foundation. 

Section 13.      Related Party Transaction.

Related Party Transaction means any transaction, agreement or any other arrangement in which a Related Party[1] has a financial interest and in which the Foundation or any affiliate of the Foundation is a participant.

The Foundation shall be prohibited from entering into a Related Party Transaction[2] unless the transaction shall have been determined by the Board or an authorized committee of the Board, to be fair, reasonable and in the Foundation’s best interest at the time of the determination. Any Director, Officer or Key Person[3] who has an interest in a Related Party Transaction shall disclose in good faith to the Board, or an authorized committee thereof, the material facts concerning such interest.

In addition to the requirements above, where a Related Party has a “substantial financial interest” in the transaction, the Board or a committee thereof must: (i) consider alternative transactions to the extent available; (ii) approve the transaction by not less than a majority vote of the Directors or committee members present at a meeting; and (iii) contemporaneously document in writing the basis for the Board or committee’s approval, including its consideration of alternative transactions.

Section 1.        Officers.         The officers of the Foundation shall be a Chair, one or more Vice-Chairs (the number thereof to be determined by the Board of Director), a Treasurer, a Secretary, an Executive Director and such other officers as may be appointed by the Board from time to time.  Any two or more offices may be held by the same person, except the offices of Chair and Secretary.  No York College employee who is also a voting member of the Board shall serve as an officer of the Foundation.

Section 2.        Election and Term of Office.  Officers shall be elected annually by the Board of Directors at the regular Annual Meeting of the Foundation.  If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient.  New offices may be created and filled at any meeting of the Board of Directors.  Each Officer shall hold office until a successor shall have been duly elected and shall have qualified.

Section 3.        Removal.  Any Officer elected by the Board of Directors may be removed by the Board of Directors with or without cause.

Section 4.        Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.        Chair. The Chair shall preside at all meetings of the Board of Directors and in general perform all duties incident of the office of Chair and such other duties as may be prescribed by the Board of Directors from time to time.  The President of the College (or his or her designee, serving on the Board in the President’s stead) may not serve as Chair.

Section 6.        Vice Chair.    In the absence of the Chair or in the event of his or her inability or refusal to act, the Vice Chair (or in the event there be more than one Vice Chairs in the order of their election) shall perform the duties of the Chair, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair.  Any Vice Chair shall perform such other duties as from time to time may be assigned by the Chair or the Board of Directors.  

Section 7.        Treasurer. The Board shall elect a Treasurer in accordance with these bylaws.  No employee of York College may serve as Treasurer.  The Treasurer shall have charge and custody and be responsible for all funds and securities of the Foundation; receive or cause to receive and give or cause to give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit or cause to deposit monies in the name of the Foundation in such banks, trust companies or other depositories  as shall be selected in accordance with provisions of Article IX of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors. 

Section 8.        Secretary. The Board shall elect a Secretary in accordance with these bylaws.      The Secretary shall sign, with the Chair or any other proper officer of the Foundation authorized by the Board of Directors, contracts or other instruments which the Board of Directors has authorized to be executed;  see that all notices are duly given in accordance with the provision of these by-laws which are required by law; be custodian of the corporate records and of the seal of the Foundation and see that the seal of the Foundation is affixed to all documents, the execution of which on behalf of the Foundation under its seal is duly authorized in accordance with the provision of these bylaws; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors. 

Section 9.        Executive Director. With the consent of the President of York College, the Vice President for Institutional Advancement of York College shall serve as Executive Director of the Foundation. The Executive Director shall act as the chief operating officer (“CEO”) of the Foundation. The Executive Director shall not be a voting member of the Board of Directors.  The Executive Director shall have the authority to designate and employ such subordinate staff as he or she may from time to time deem necessary for the proper functioning of the Foundation, provided that any such appointment shall be to a position previously approved by action of the Board of Directors, and generally to conduct the affairs of the Foundation in accordance with the direction of the Board of Directors.  The President of the College (or his or her designee, serving on the Board in the President’s stead) may not serve as Executive Director.

Section 1.        Committees of Directors.       The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of at least three or more Directors, which committees, to the extent  provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Foundation, except that no such committee shall have the authority to the following:

(a)   The filing of vacancies in the Board of Directors or any committee;

(b)  The fixing of compensation of the Directors for serving on the Board or any committee;

(c)   The amendment or repeal of the by-laws or the adoption of new by-laws;

(d)  The amendment or repeal of any resolution of the Board which byits terms shall not be so amendable or repealable;

(e)   The election or removal of officers and Directors;

(f)   The approval of a plan of merger or plan of dissolution;

(g)  The authorization of the sale, lease, exchange or other disposition of all or substantially all of the assets of the Foundation; and

(h)  The approval of amendments to the certificate of incorporation.

The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed thereon by law. Each board member is asked to serve on a board committee.

Section 2.       Election. Except as otherwise provided herein, members of any committee shall be nominated and elected at the annual meeting by a vote of a majority of the Directors present at a meeting at which a quorum is present and shall serve at the pleasure of the Board of Directors. At the discretion of the Board, such nomination and election may be held at a meeting of the Board of Directors other than the annual meeting, and the notice of such meeting shall contain reference to such nomination and election.

Section 3.        Executive Committee. The Executive Committee shall consist of the following five Directors:  The Chair of the Board, the College President, Chair of the Audit Committee, Treasurer and the Chair of the Finance and Investment Committee. The Executive Director shall serve in an advisory, non-voting capacity to the Committee.  The Executive Committee shall have such powers and shall perform such duties as the Board of Directors may delegate to it from time to time, including the immediate oversight and management of the business affairs of the Foundation. The Executive Committee shall be organized and shall perform its functions as directed by the Board and shall report to the Board at each meeting thereof. The Executive Committee shall act by a majority of the members thereof, and any action duly taken by the Executive Committee within the course and scope of its authority shall be binding upon the Foundation.

Section 4.        Board Governance /Nominating Committee.        The Board Development/Nominating Committee shall be responsible for identifying, vetting and nominating prospective board members, and for orienting elected board members.  The committee shall have such powers and shall perform such duties as the Board of Directors may delegate to it from time to time.

Section 5.        Audit Committee.

a.         Composition. The Audit Committee shall be comprised solely of Independent Directors.  The Executive Director of the York College Foundation, and the Assistant Vice President for Planning and Budget, shall serve in an advisory, non-voting capacity to the Committee.  The Audit Committee shall annually retain or renew the retention  of an  independent  auditor to conduct  the  audit and, upon completion thereof, review the results of the audit and any related management letter with the independent  auditor.

b.         Committee Powers.    The Audit Committee shall:  (a) review with the independent auditor the scope and planning of  the audit prior to the audit's commencement; and upon  completion of the audit, review and discuss with the independent auditor: (i) any  material  risks and  weaknesses  in internal controls identified by the auditor; (ii) any restrictions on the scope of the  auditor's  activities or  access to requested information; (iii) any significant disagreements between the auditor and  management; and  (iv)  the  adequacy  of the  corporation's accounting and financial reporting processes and  (b) annually consider the performance and independence  of the  independent auditor; and  (c) report on the committee's activities to the Board.

c.         Adoption of Policies.  The Audit Committee shall oversee the adoption, implementation of, and compliance with the Conflict of Interest Policy adopted by the Foundation.

d.         Independent Directors.           Only Independent Directors may participate in any board or committee deliberations or voting relating to matters set forth in this section.

Section 6.        Finance and Investment Committee.  There shall be a Finance and Investment Committee.   The majority of the members of the committee shall be different than members of the Audit Committee and the  Chair of the Finance Committee shall not eb a member of the Audit Committee.  The Finance and Investment Committee shall review the revenue and expenses of the Corporation no less than quarterly and shall make such recommendations regarding financial matters from time to time to the Treasurer as it deems necessary and prudent.  The Chair of the Finance and Investment Committee shall work closely with the Treasurer in order to monitor the Foundation’s financial well-being and to ensure that the Committee’s recommendations are properly implemented.  The Finance and Investment Committee shall report to the Board.

The Committee shall also recommend guidelines for the investment of endowment funds and other funds and balances of the Foundation, assuring in each instance that such guidelines are in compliance with the requirements of the Internal Revenue Code and Regulations, the New York State Not-for-Profit Corporation Law, the Estates, Powers and Trusts Law, the Foundation’s Investment policy and all other applicable legal requirements.  The Committee shall collaborate with the Treasurer to assure adequate supervision and monitoring of the investment advisors having responsibility for the Foundation’s financial assets, shall work with the Treasurer to adopt procedures intended to assure adherence to required standards and shall make recommendations, as appropriate, as to the placement financial assets in order to assure maximum return within the degree of risk permissible to not-for-profit corporations in accordance with the Foundation’s Investment Policy. The Finance and Investment Committee shall report to the Board.

Section 7.        Advancement Committee.  The Advancement Committee shall consist of at least five (5) Directors of the Foundation, including the Chair of the Board, President of the College and President of the Alumni Association.  The Executive Director of the Foundation shall serve in an advisory, non-voting capacity to the Committee.  The Advancement Committee shall support the Foundation's mission, goals, and programs by developing an effective development plan, including the fundraising done by the Board. In addition, the Committee will organize, monitor, and evaluate the Board's efforts to develop philanthropic revenue that ensures the organization's financial ability to carry out its mission.

Section 8.        Committees of the Foundation. By a vote of a majority of the Directors present at a meeting at which a quorum is present, the Board of Directors may designate or appoint other committees that shall neither have nor exercise the authority of the Board of Directors in the management of the Foundation. Except as otherwise provided by the Board of Directors, members of each such committee need not be Directors of the Foundation and the chairperson of such committee shall appoint the members thereof with the approval of the Board Chair. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Foundation shall be served by such removal.

Section 9.        Term of Office. Each member of a committee shall continue as such until a next annual meeting of the Board of Directors and  until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 10.      Committee Chairs. One member of each Committee shall be appointed Chair by the Chair of the Board.

Section 11.      Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 12.      Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as the original committee was constituted.

Section 13.      Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

Section 1.        Written Consent.      Action taken by a majority of the Directors or members of a committee without a meeting is nevertheless board or committee action if written consent to the action in question is signed by all the Directors or members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee, whether done before or after the action so taken. Such consent may be written or electronic.  If  written, the  consent  must be  executed by the Director by signing or causing his or her signature to be affixed to  such  consent  by  any reasonable  means  including but not limited to facsimile signature. If electronic, the transmission of the consent must be sent by e-mail or fax and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by  the Director.

Section 2.        Ratification.   If a meeting of Directors, otherwise valid, is held without proper call or notice, action taken at such meeting, otherwise valid, is deemed ratified by a Director who did not attend unless promptly after having knowledge of the action taken there is filed with the Secretary  of the Foundation written objections to the holding of the meeting or to any specific action so taken.

Section 3.        Telephone or Video Meetings or Computer Conference. Any members of the Board or of any Committee of the Board may participate in a Board or Committee meeting by means of a conference telephone, electronic video screen communication or similar communications device which allows all participants to hear each other simultaneously and each participant can participate in all matters before the Board, including, without limiting the ability to propose, object to, and vote upon a specific action to be taken by the Board or committee.  Members participating via conference telephone shall be considered to be present at the meeting.

Section 1.        Adoption of Policy.   The Foundation shall adopt a Conflict of Interest  Policy  to ensure  that  its Directors,  Officers and  Key Persons act in the Foundation's best interest and comply with applicable legal requirements.

Section 2.        Terms of the Policy.  The Conflict of Interest Policy of the Foundation shall include, at a  minimum, the following provisions: (a) a definition  of the circumstances that constitute a conflict of interest; (b) procedures for disclosing a conflict of  interest  to  the  Audit Committee;  (c) a requirement that the person with the conflict of interest not be present  at or participate in board or committee deliberation or vote on the matter giving rise to such conflict, although he/she may be considered present for purposes of quorum; (d) a prohibition against any attempt by the person with the  conflict to influence improperly the deliberation or voting on the matter giving rise to such conflict; (e) a requirement that the existence and resolution of the conflict be  documented in the Foundation's records, including in the minutes of any meeting at which the conflict was discussed or voted upon; and (f) procedures for disclosing,  addressing, and  documenting  Related Party Transactions.

Section 3.        Annual Statement.    The Conflict of Interest Policy shall require that prior  to  the initial election of any Director, and annually thereafter, such Director shall complete, sign and submit to the Secretary of the Foundation a written statement identifying, to the best of the Director's  knowledge, any  entity of  which  such  Director is an officer, director, trustee, member, owner (either as a sole proprietor or a  partner),  or employee and  with which the Foundation has a relationship, and any transaction in which the Foundation is a participant and  in which the Director might have a conflicting interest. The policy shall require that each Director annually resubmit such written statement.  The Secretary of the Corporation shall provide a copy of all completed statements to the chair of the Audit & Finance Committee.

Section 4.        Self-interest in Compensation. No person who may benefit from the payment of compensation by the Foundation may be present at or otherwise participate in any Board or Committee deliberation or vote concerning such person’s compensation.

Section 1.        Indemnification.        Each officer or Director or former officer or Director of the Foundation, and each person who shall, at the Foundation’s request, have served as an officer or director of another corporation of which the Foundation is or was a stockholder or creditor, whether or not then office, and the heirs, executors, administrators, successors and assigns of each of them shall be indemnified by the Foundation against all costs and expenses, including fees and disbursements of counsel, reasonably incurred by or imposed upon them in connection with or arising out of any action, suit, or proceeding, civil or criminal, in which they may be involved, or incurred in anticipation of any action, suit, or proceeding, by reason of being or having been an officer or Director of the Foundation, including the costs of reasonable settlement (other than amounts paid to the Foundation itself) made, with a view to curtailment of costs of litigation.  Without limiting the generality of the foregoing, no Director of the Foundation shall be liable to any person on account of any action undertaken by him or her in reliance in good faith upon the existence of any fact or circumstance reported or certified to the Board of Directors by an Officer of the Foundation or by any independent auditor, engineer, or consultant retained or employed as such by the Board of Directors.  The Foundation shall not, however, indemnify any such person or his or her heirs, executors, administrators, successors or assigns, with respect to any matter as to which he or she shall be finally adjudged in any such action, suit, or proceeding not to have acted in good faith.  In the case of a criminal action, suit or proceeding, conviction or a judgment (whether after trial or based on a plea of guilty or nolo contendere or its equivalent) shall not be deemed an adjudication that the Director or officer was derelict in the performance of his or her duties if he or she acted in good faith in what he or she  considered to be the best interests of the Foundation and with no reasonable cause to believe the action, suit, or proceeding in advance of the final disposition thereof, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this Article.  The foregoing right of indemnification shall not be exclusive of other rights to which any Director or officer may be entitled as a matter of law or otherwise and in the event of any amendment or repeal of this section, they shall be entitled to its benefits as to any acts or events which occur during the period during which it was in effect.

As long as the Director or Officer was acting in good faith as determined by the Board in its sole discretion, expenses (including attorneys' fees) incurred in defending a civil or criminal action or proceeding shall, to the fullest extent authorized by law, be paid by the Foundation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such Director or Officer to repay such amount as, and to the extent, the person receiving the advancement is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by the Foundation exceed the indemnification to which he or she is entitled.

Section 2.        Insurance.      The Foundation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Foundation, or is or was serving at the request of the Foundation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the Foundation would have the power to indemnify him or her against such liability.

Section 1.        Contracts.      Only officers so authorized by these by-laws may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation.

The Foundation shall not enter into any contract that would obligate York College or the University without the prior written approval of the college president or designee. All such contracts shall be for the benefit of the college and/or the University.

Consistent with N-PCL § 716, the Foundation shall not provide a loan to any of its Directors or Officers, including without limitation the College President, or to any entity in which a Director or Officer has a financial interest or is a director or officer. Any loan from the Foundation to York College is subject to the approval of the CUNY Board of Directors prior to its acceptance by the college.

Section 2.       Checks, Drafts, Etc.    All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation, shall only be signed by such officer or officers so authorized in these by-laws.

Section 3.        Deposits.         All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories that the Board of Directors may select.

Section 4.        Gifts.     The Board of Directors may accept on behalf of the Foundation any contribution or gift in any form for the general purpose or for any special purpose of the Foundation, provided that if the acceptance of any contribution, gift, bequest or devise would or reasonably might cause York College to incur any obligation or liability, whether present or contingent, or might be adverse to the policies of York College or of the City University of New York, the Board of Directors shall not accept said contribution or gift without the express written consent of the President of York College.

Section 5.        Policies. The Foundation shall establish a comprehensive manual documenting the policies, procedures, standards, and other applicable administrative and operating criteria.  The manual shall be maintained on a current basis, and copies of the current version, including updates, shall be provided to the York College Business Office, to the University’s Office of Budget and Finance, and to internal and external auditors upon request.

The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees, and shall keep at its registered or principal office a record giving the names and addresses of the members. All books and records of the Foundation may be inspected by any Director, or the agent or attorney thereof, for any proper purpose at any reasonable time.

The fiscal year of the Foundation shall be June 30.

Whenever any notice is required to be given under the provisions of the New York Not-for-Profit Law or under the provisions of the Articles of Incorporation or the bylaws of the Foundation, a waiver thereon in writing signed by the person or persons entitled to such notice, whether before or after the times stated therein, shall be deemed. Waiver of notice may be written or electronic. If written, the waiver must be executed by the Director by 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 waiver must be sent by e-mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Director.

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the Directors acting at a meeting called for the purpose of taking such action, and in which the nature of the proposed amendment shall have been included in the notice of said meeting. Notwithstanding the foregoing, notice of proposed amendment may be dispensed with upon the consent of a majority of the entire number of Directors.

[1] Related Party means (i) any Director, Officer or Key Person of the Foundation or any affiliate of the Foundation (ii) any Relative of any individual described in clause (i) of this subparagraph;  or (iii) any entity in which any individual described in clauses (i) and (ii) of this subparagraph has a thirty-five percent or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent.

Relative of an individual means (i) his or her spouse or domestic partner as defined in section twenty-nine hundred ninety-four-a of the public health law[1];  (ii) his or her ancestors, brothers and sisters (whether whole or half blood), children (whether natural or adopted), grandchildren, great-grandchildren;  or (iii) the spouse or domestic partner of his or her brothers, sisters, children, grandchildren, and great-grandchildren.

[2] A transaction shall not be a related party transaction if:  (i) the transaction or the related party's financial interest in the transaction is de minimis, (ii) the transaction would not customarily be reviewed by the board or boards of similar organizations in the ordinary course of business and is available to others on the same or similar terms, or (iii) the transaction constitutes a benefit provided to a related party solely as a member of a class of the beneficiaries that the corporation intends to benefit as part of the accomplishment of its mission which benefit is available to all similarly situated members of the same class on the same terms.

[3] Key Person means any person, other than a director or officer, whether or not an employee of the Foundation, who (i) has responsibilities, or exercises powers or influence over the Foundation as a whole similar to the responsibilities, powers, or influence of Directors and Officers;  (ii) manages the Foundation , or a segment of the Foundation that represents a substantial portion of the activities, assets, income or expenses of the Foudnation;  or (iii) alone or with others controls or determines a substantial portion of the Foundation’ capital expenditures or operating budget.