Fifth.—The above-mentioned and described premises shall be forever subject to the visitation and examination, at all reasonable hours, of the council of the said society so to be organized and to be called "The Associates of The Cooper Union for the Advancement of Science and Art," the terms and conditions of membership of which shall, from time to time, be prescribed by the Board of Trustees of the party of the second part; which said society shall make all rules and regulations for its own conduct and government, subject, however, to the approval of the Board of Trustees of the party hereto of the second part, and shall pay to the said Board of Trustees for the general uses, intents and purposes of the corporation hereby created, hereby and in the said act, and any acts amendatory thereof, provided or to be provided, all fees received on the initiation into said society of the members thereof; and the said Board of Trustees shall consider such suggestions of the council of the said society as shall, from time to time, be communicated to them, and shall adopt such of them as in their judgment may be practicable and expedient, and calculated to increase the usefulness of the institution herein contemplated.

Sixth.—Upon the happening of any vacancy in the Board of Trustees above provided for, which is above provided to be filled by election, unless such vacancy shall be filled as herein provided within one year of the time when such vacancy shall occur, the same may be filled at any time before it shall be actually filled by the Board of Trustees, by the said council of the said "The Associates of The Cooper Union for the Advancement of Science and Art," by election in such manner as may be provided by the by-laws of the said society.

Seventh.— Whenever a vacancy shall occur in the said Board of Trustees, to be filled by them by election as above provided, such elections shall be held at a meeting of the said Board of Trustees, on and only on previous notice given at, and entered in the minutes of at least one preceding regular meeting of such Board, stating the meeting at which such election shall be held; and at such meeting, or at any regularly adjourned meeting from that meeting, such election shall be held by ballot, and the person first receiving a number of votes equal to a majority of the trustees then in office shall be the trustee to fill such vacancy, provided that if such person so elected shall decline to act as such trustee, by so declining the vacancy filled by his election shall be deemed to be again created.

Eighth.— Neglect by a trustee of his duties as such, indicated by his absence, without excuse or permission of the Board of Trustees, from three successive regular meetings of the Board, shall always be a sufficient cause, among others, for the removal of a trustee.

Ninth.— In the event of the partial destruction of the building now erected upon the above mentioned and described premises, the injury thereby occasioned shall be repaired by the Board of Trustees. In the event of the entire destruction of said building, the Board of Trustees shall, unless as next hereinafter provided, re-erect a building suitable for the objects and purposes herein above enumerated, with any funds at their disposal, whenever such funds shall be sufficient, in their opinion, for that purpose; and until the funds at their disposal shall be sufficient for that purpose, such funds shall be securely invested in the name of the party hereto of the second part, and the above-mentioned and described premises may be used or disposed of by the Board of Trustees for any temporary purpose calculated to yield the largest income.

Tenth.—In the event of the entire destruction of the building erected upon the above-mentioned and described premises, the Board of Trustees may, at their option, with the consent of the Supreme Court, sell and convey, and they are hereby empowered to sell and convey the said premises, with such consent, and with the proceeds of such sale and conveyance, and any other funds at their disposal, the said party hereto of the second part shall purchase such other premises as shall in their judgment be suitable, and shall thereon erect a building suitable for the objects and purposes hereinbefore enumerated, and to such premises all the restrictions, provisions and conditions hereof shall apply with like effect as if said premises were the premises herein granted and conveyed as aforesaid.

Eleventh.—The party hereto of the second part may buy, sell, exchange, mortgage, let and otherwise use and dispose of its property, or borrow, as the trustees shall deem advisable, provided, however, that the party hereto of the second part is hereby expressly forbidden ever to mortgage the above-mentioned and described premises, or any part thereof, and any mortgage of any of the other property of the party hereto of the second part or loan agreement shall expressly provide that in the event of a default thereunder no deficiency judgment shall be satisfied by a levy against the above-mentioned and described premises or any part thereof.

Twelfth.—Every trustee of the party of the second part shall be at all times at liberty, in his discretion, freely to publish any matter within his knowledge relating to the institution herein contemplated, or to its management in any respect, including any discussions in the Board of Trustees, and shall fully disclose the same whenever required, either by the Supreme Court, or by either branch of the Legislature. Full minutes shall be kept by the said Board of all their proceedings, and the ayes and noes shall be recorded on any vote on the request of any member. Neither the said Board of Trustees, nor any member thereof, shall in any way take into account any religious tenet or opinion of any professor or teacher, or of any candidate for any office in said institution, or any appointment to or removal from such office, nor of any student applying for admission into said institution, or competing for any of its honors or advantages; nor shall they permit any professor or teacher in said institution to make any discrimination among its students on account of their religious tenets or opinions. And the Board of Trustees, and each member thereof, shall at all times furnish any information in respect to their funds, revenues and proceedings which the Legislature may require.

   The Foundation Building