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ARTICLE
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BOARD
OF TRUSTEES |
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1.01
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GENERAL
POWERS |
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The
Corporation shall be overseen and managed by a Board of Trustees, the
members of which shall serve without compensation. |
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1.02
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NUMBER OF TRUSTEES |
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The
Board of Trustees shall consist of such number of members as shall be
fixed from time to time by resolution of the Board, which number shall
be not less than fifteen (15) and not more than forty (40). No decrease
in such number shall shorten the term of any incumbent Trustee. |
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1.03
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QUALIFICATION OF TRUSTEES |
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Each
member of the Board of Trustees shall be at least eighteen (18) years
of age. Subject to such limitation, any person shall be eligible to serve
as a member of the Board of Trustees, without regard to race, religion,
gender, disability, sexual orientation or other status.
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1.04
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ELECTION
OF TRUSTEES |
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Trustees
shall be elected at annual meetings of the Board. Each Trustee shall serve
a term of four (4) years. For the purpose of staggering their terms of
office, the Trustees shall be divided into four (4) classes, as nearly
equal in number as may be, and the term of office of each class shall
expire each year in regular rotation. At least one (1) member of each
class shall be elected from the alumni and alumnae of the Corporation,
and one (1) such member shall be known as an Alumnus Trustee or Alumna
Trustee. In addition, the President of the Corporation's Alumni Association
shall be entitled to attend meetings of the Board of Trustees but shall
not be entitled to vote thereat.
Elections to the Board shall be by ballot and shall require the vote of
at least a majority of the members of the Board in office at the time
of the election. Vacancies on the Board resulting from any cause whatsoever
(including without limitation an increase in the number of authorized
Trustees or the resignation of a Trustee) may be filled for the duration
of the unexpired term by the Board of Trustees at any meeting thereof,
provided that the notice of such election, shall have been given and entered
in the minutes of at least one (1) preceding regular meeting of the Board,
stating the meeting at which such election shall be held. At the annual
meeting in 2001 and thereafter, no Trustee shall be elected for more than
three (3) consecutive full terms, provided that terms of office commencing
prior to the annual meeting in 2001 shall not be counted in applying such
limitation.
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1.05
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ANNUAL
AND REGULAR MEETINGS |
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The
Board of Trustees shall hold its annual meeting in the fourth calendar
quarter at such time and place as the Board shall determine, for the purpose
of electing Trustees, members of committees and officers and for the transaction
of such other business as may be necessary or advisable. Regular meetings
shall be held once in each of the other calendar quarters at such time
and place as the Board shall determine. |
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1.06
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SPECIAL
MEETINGS |
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Special
meetings of the Board of Trustees shall be called by the Secretary upon
the request of the Chair of the Board of Trustees or upon the written
request of any three (3) Trustees. |
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1.07
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NOTICE
OF MEETINGS |
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Notice
of annual, regular and special meetings of the Board of Trustees shall
be given by the Secretary to each Trustee by mailing such notice to the
Trustee's last known post office address not less than five (5) nor more
than twenty (20) days before the meeting. |
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1.08
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PLACE
OF MEETING |
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All
meetings of the Board of Trustees shall be held at the principal office
of the Corporation at Cooper Square, New York, New York, unless another
place is fixed by the Board of Trustees, the Chair or the Secretary and
is designated in the notice thereof. |
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1.09
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QUORUM |
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One
third (1/3) of the entire authorized number of Trustees shall constitute
a quorum for the transaction of business at any meeting of the Board of
Trustees.
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1.10
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ACTION BY THE BOARD |
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Except
as otherwise provided by law, by the Charter of the Corporation or by
these Bylaws, the act of a majority of the Trustees present at any meeting
of the Board of Trustees at which a quorum is present shall be the act
of the Board.
Any one or more
members of the Board or any committee thereof may participate in a meeting
of such Board or committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting
to hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.
Unless otherwise
restricted by the Corporation's Charter or these Bylaws, any action required
or permitted to be taken by the Board or any committee thereof may be
taken without a meeting if all members of the Board or the committee consent
in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents thereto by the members of the Board
or committee shall be filed with the minutes of the proceedings of the
Board or committee. |
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1.11
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ANNUAL REPORT TO TRUSTEES |
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The
President and the Treasurer shall present at the annual meeting of the
Board a report, verified by them 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, showing in appropriate
detail the following: (i) the assets and liabilities, including the trust
funds, of the Corporation as of the end of the preceding fiscal year terminating
not more than six (6) months prior to said meeting; (ii) the principal
changes in assets and liabilities, including trust funds, during such
fiscal year; (iii) the revenue or receipts of the Corporation, both unrestricted
and restricted to particular purposes, during such fiscal year; and (4)
the expenses and disbursements of the Corporation, for both general and
restricted purposes, during such fiscal year. The annual report shall
be filed with the minutes of the annual meeting of the Board. |
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1.12
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RESIGNATION AND REMOVAL |
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Any
Trustee may resign at any time by giving written notice of his or her
resignation to the Chair of the Board of Trustees, the President or the
Secretary. The unexcused absence of a Trustee from three (3) successive
regular meetings of the Board of Trustees shall be deemed a sufficient
cause, among others, for the removal of a Trustee by the Board. |
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1.13
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TRUSTEES EMERITUS |
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Persons
who have served as members of the Board of Trustees whom the Board of
Trustees wishes to recognize for such service may be elected by the Board
to serve as Trustees Emeritus. Trustees Emeritus shall not be entitled
to vote but shall be entitled to receive all Board mailings, to attend
and participate at all meetings of the Board, and to serve, if requested,
on Board committees other than the Executive Committee. Such appointments
will lapse at the next annual meeting of the Board unless specifically
renewed.
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