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ARTICLE IV
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DEPOSITS,
CHECKS, LOANS, CONTRACTS, ETC. |
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4.01
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DEPOSIT OF FUNDS
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The
funds of the corporation shall be deposited in such banks, trust companies
or other depositories as the Board of Trustees may determined from time
to time. |
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4.02
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CHECKS |
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All
checks, drafts, endorsements, notes and evidences of indebtedness of the
corporation shall be signed by such officer or officers or agent or agents
of the Corporation and in such manner as the Board of Trustees from time
to time may determine. Endorsements for deposits to the credit of the
Corporation shall be made by the Vice President for Business Affairs or
his or her designee, or as the Board of Trustees from time to time may
determine.
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4.03
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LOANS
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No
loans, other than through the purchase of bonds, debentures, or similar
obligations of the type customarily sold in public offerings, or through
ordinary deposit of funds in a bank, shall be made by the Corporation
to its Trustees or officers or to any other corporation, firm, association,
or other entity in which one or more of its Trustees or officers are Trustees
or officers or hold a substantial financial interest, provided, however,
that the Corporation may make a loan (i) to any corporation which is a
Type B corporation under the Not-for-Profit Corporation Law of the State
of New York and (ii) if specifically permitted under the Education Law
of the State of New York. |
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4.04
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CONTRACTS |
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No
contract, other than in the ordinary course, may be entered into on behalf
of the Corporation unless and except as authorized by the Board of Trustees;
any such authorization may be general or contained to specific instances. |
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4.05
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TRANSFER
OF SECURITIES |
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Any
two (2) of the President, Vice President of Business Affairs and Treasurer
or any two (2) persons designated by the Board of Trustees shall have
authority to execute under seal such form of transfer and assignment as
may be customary or necessary to constitute a sale or transfer of stocks,
bonds or other securities standing in the name of or belonging to the
Corporation. A corporation or person transferring any such stocks, bonds
or other securities pursuant to a form of transfer or assignment so executed
shall be fully protected, and shall be under no duty to inquire whether
or not the Board has taken specific action in respect thereof.
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4.06
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VICE
PRESIDENT FOR BUSINESS AFFAIRS |
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In
addition to such powers and duties, not inconsistent with these Bylaws,
as the Board of Trustees or the President may prescribe from time to time,
the Vice President for Business Affairs shall have charge of the maintenance
and care of all the properties of the corporation and all papers and documents
relating to such properties. He or she shall be responsible for the accounting
and other business affairs of the Corporation. |
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ARTICLE V
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OFFICE
OF THE CORPORATION |
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The
office of the Corporation shall be at Cooper Square in the Borough of
Manhattan, in the City of New York. |
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ARTICLE VI
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CORPORATE
SEAL |
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The
seal of the Corporation shall be a circular disk which shall have the
words "The Cooper Union for the Advancement of Science and Art, Founded
A.D. 1859, by Peter Cooper, a Mechanic of New York," inscribed around
the outer edge. The center of the disk shall contain a medallion head
of Peter Cooper over which shall be written "Whatsoever Things are
True."
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ARTICLE VII
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FISCAL
PROVISIONS |
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7.01
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FISCAL YEAR
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The
fiscal year of the Corporation shall be the period July 1 to June 30 inclusive.
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7.02
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BONDING
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All
officers and other persons who may be authorized by the Board of Trustees
or its Executive Committee to receive or disburse funds of the Corporation
may be required to furnish bond for the faithful discharge of their duty,
in such sums and with such surety and on such conditions as the Board
of Trustees or its Executive Committee may from time to time determine.
The expense of such bonds shall be borne by the Corporation.. |
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7.03
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AUDIT
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After
the close of each fiscal year, the financial transactions and books of
the Corporation for the preceding fiscal year shall be audited by independent
certified public accountants selected by the Board of Trustees, and a
report of the audit shall be made to the Board.
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ARTICLE VIII
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WAIVER
OF NOTICE |
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Whenever
any notice whatever is required to be given under the provisions of the
laws of the State of New York or under the provision of the Charter of
the Corporation or these Bylaws, a waiver thereof, whether before or after
the time stated therein, shall be deemed the equivalent thereto.
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ARTICLE IX
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AMENDMENTS
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The
Bylaws of the Corporation may be adopted, amended, suspended or repealed
at any regular meeting (including the annual meeting) of the Board of
Trustees by a majority vote of all the Trustees then in office, provided
that notice of the proposed adoption, amendment or repeal shall have been
given in the notice of such meeting. No such notice shall be required
for the suspension of a Bylaw.
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ARTICLE X
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MEMBERS
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The
Corporation shall have no members.
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ARTICLE XI
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INDEMNIFICATION
AND INSURANCE |
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11.01
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LIABILITY
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Except
as otherwise provided by law, no Trustee or officer of the Corporation
serving without compensation shall be liable to any person other than
the Corporation based solely on such Trustee's or officer's conduct in
the execution of such office unless such conduct constituted gross negligence
or was intended to cause the resulting harm.
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11.02
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INDEMNIFICATION
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Except
as provided in Section 11.03, the Corporation shall indemnify any person
made, or threatened to be made, a party to any action or proceeding, whether
civil or criminal, by reason of the fact that such person or such person's
testator or intestate is or was a Trustee, officer or employee of the
Corporation who serves or served the Corporation or, at the request of
the Corporation, serves or served any other corporation or any partnership,
joint venture, trust, employee benefit plan, or other enterprise in any
capacity. In addition, the Corporation shall advance such person's related
and reasonable expenses, including attorneys fees, experts fees and consultants
fees. |
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11.03
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LIMITATIONS ON INDEMNIFICATION
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The
Corporation shall not indemnify any person described in Section 11.02
if a judgment or other final adjudication adverse to such person establishes
that the acts of such person or such person's testator or intestate were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that such
person or such person's testator or intestate personally gained a financial
profit or other advantage to which he or she was not legally entitled.
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11.04
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INSURANCE
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The
Corporation shall have the power to purchase and maintain insurance to
indemnify the Corporation and its Trustees, officers and employees to
the full extent such insurance is permitted by law. |
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