Trustees Bylaws of Daemen University

Article I: GENERAL PROVISIONS

Section 1: Charter.  

A Provisional Charter was granted by the Board of Regents on behalf of the State Education Department, University of the State of New York, on July 31, 1947.  An Amendment to the Provisional Charter and an Absolute Charter were issued on December 21, 1951.  Subsequently, Amendments to the Absolute Charter were issued on January 29, 1954, June 28, 1957, September 27, 1963, September 25, 1964, July 30, 1976, December 18, 1992, March 19, 2002, January 13, 2009, December 13, 2013, and July 31, 2014.

Section 2: Name.

The Provisional Charter, the Absolute Charter and the Amendments to the Absolute Charter dated January 29, 1954, June 28, 1957, September 27, 1963, and September 25, 1964, identify the institution as Rosary Hill College.  An amendment to the absolute Charter dated July 30, 1976, authorizes the change of the name of Rosary Hill College to Daemen College.  In 2022, the New York State Education Department Board of Regents approved an amendment to Daemen’s charter to make the institution a university.  Daemen University (hereinafter called “the Corporation: or “the University”) shall have its principal office at 4380 Main Street, in the Town of Amherst, County of Erie and State of New York with a postal address of Amherst, New York 14226-3592

Section 3: Purpose.

The Corporation was formed as a not-for-profit organized and operated exclusively for educational purposes.  Notwithstanding any other provision of these By-Laws, the Corporation shall not carry on any activities prohibited (a) by a corporation exempt from Federal income tax under section 501(a) of the Code as an organization described in Section 501(c)(3) of the Code, or (b) by a corporation, contributions to which are deductible under Section 170(a) of the Code as being to an organization referred to in Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

No substantial part of the activities of the Corporation shall be devoted to carrying on propaganda, or otherwise attempting to influence legislation, except to the extent authorized by section 501(h) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) during any fiscal year or years in which the Corporation has chosen to utilize the benefits authorized by the statutory provision, and the Corporation shall not participate in or intervene (including publishing or distribution of statements) in any political campaign on behalf of (or in opposition to) any candidate for public office.

Section 4: Dissolution.

Upon dissolution of the Corporation, the Board of Trustees, shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of the remaining assets of the Corporation, exclusively for one or more exempt purposes, within the meaning of section 501 (c)(3) of the Internal Revenue Code of 1986.

Any such assets not so disposed of shall be disposed of by order of the Supreme Court of the State of New York in the judicial district where the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, organized and operated exclusively for such purposes, as said Court shall determine.

Section 5: Seal of the University. 

The corporate seal of the corporation shall consist of the seal containing the name of the University, which is represented in the space below, and which is hereby adopted as the corporate seal of the corporation.

 

Article II: GOVERNANCE

Section 1: The Board of Trustees.

The official governing Board of the Corporation shall be a Board of Trustees as further described in Article III and hereafter referred to as “the Board”.

Section 2: Administration of the Corporation.

The day-to-day affairs of the Corporation shall be administered by the President, who may delegate authority to other officers of the Corporation to assist in the management of the Corporation.

Section 3: Fiscal Year of the Corporation.

The fiscal year of the Corporation shall commence on June 1 of each calendar year and terminate on May 31^st of the succeeding calendar year.

Article III: BOARD OF TRUSTEES

Section 1: Powers. 

The Board of Trustees of the Corporation shall have full authority to manage and direct the property, affairs and business of the Corporation.  The Board may take any action that is permitted or required to be taken by members of a not-for-profit corporation formed under the laws of New York State.

The powers and duties of the Board include, but are not limited to:

• the granting of degrees;
• the appointment to and removal from offices;
• approval of the annual budget of the Corporation;
• conduct an annual audit of the University’s fiscal affairs;
• preservation and protection of the assets of the University; and
• engagement in fundraising and philanthropy.

Section 2: Honorary Degrees. 

The Board of Trustees is authorized to confer honorary degrees on those whom it deems worthy thereof.  The number of degrees to be awarded and the criteria and qualifications for honorary degrees and the procedure for approval of candidates for such degrees shall be prescribed or approved from time to time by the Board, after consultation with the President.

Section 3: Number of Trustees.

The number of Trustees of the Corporation shall be such number as is fixed from time to time by the Board of Trustees by vote of three-fourths of the entire Board.  Until further action by the Board of Trustees, the number of Trustees shall not be fewer than ten (10) nor more than thirty (30), including the President of the University who shall serve as an ex officio member of the Board.

Section 4: Election. 

The Board shall be a self-perpetuating Board solely responsible for the election of its members.  Trustees shall normally be elected at the Board’s annual meeting, where a quorum is present, by a majority vote of the members of the Board present at such meeting.  New and incumbent Board members who are eligible for re-election shall be nominated by the Nominations and Governance Committee and elected at the annual meeting of the Board, where a quorum is present, by a majority of the Board members present at such meeting.

Section 5: Terms and Length of Service.   

A Board member shall be elected for a term of office of three years, except those elected to complete unexpired terms.  A Trustee may serve no more than three consecutive, three-year terms. An individual who is ineligible for re-election to the Board pursuant to this provision, will again, be eligible for election to the Board, one year after the expiration of his or her third full term.

For those Trustees serving in such capacity as of the date of the approval of this change in the Bylaws, the following provisions shall apply:

Those Trustees who have served for nine (9) years or more (3 terms); such Trustees shall be allowed to serve one (1) additional three-year term after the expiration of his or her current term in office. Those Trustees who have served six (6) years (2 terms), but less than nine (9) years, such Trustees shall be allowed to serve two (2) additional three-year terms after the expiration of his or her current term. Those Trustees who have served three (3) years (1 term) but less than six (6) years, such Trustees shall be allowed to serve three (3) additional three-year terms after the expiration of his or her current term.

Those Trustees, who have served less than three (3) years, may complete their current term of service, plus an additional two (2), three-year terms in office.

The terms of all Trustees elected by the Board shall commence at their election or re-election, and shall expire at the end of the third year after their respective elections. Terms of Trustees will be staggered so that approximately one-third expire each year to the extent possible.

Section 6: Vacancies.  

Any vacancy occurring on the Board by reason of death, resignation, removal, refusal to serve, or otherwise, shall be filled by a vote of the majority of the Trustees at any regular or special meeting at which a quorum is present. Any person selected to fill a vacancy shall serve for the remainder of the term of the Trustee he or she is replacing and shall then be eligible for further service as provided in this Article.

Section 7: Trustees Emeriti. 

The Board may elect a retiring Trustee as ‘Trustee Emeritus”. Trustees Emeriti shall be entitled to receive notice of all meetings of the Board and attend, participate in, and vote on matters in designated meetings of the Standing Committees, but shall not have the right to vote, on matters before the Board.  Trustees Emeriti may be invited by the Chair of the Board to sit as voting members of any committee other than the Executive Committee.

The Board shall establish specific criteria for selection of such Trustee Emeriti that may include, but not be limited to, length of service on the Board of Trustees; consistent participation in philanthropy or fundraising for the University; and/or demonstrated exemplary engagement in University activities or programs during their tenure as members of the Board. 

Section 8: Resignation of Members.  

Any Trustee may resign at any time by giving written notice of such resignation to the Chair of the Board. Any Board member who has been absent from three consecutive, regular meetings of the Board shall be deemed to have resigned from the Board unless the Board has approved such absences in advance.

Section 9: Removal. 

Any Trustee who may refuse or neglect to discharge the duties of a Trustee may be removed from the Board by a two-thirds majority vote of the Trustees at any regular or special meeting of the Board at which a quorum is present, called expressly for that purpose.  Any Trustee proposed to be removed shall be entitled to reasonable notice and an opportunity to be heard prior to a vote on removal.

Section 10: Faculty Trustee.

The membership of the Board of Trustees shall include at least one member of the full-time tenured faculty of the University other than the President.  The faculty member will be proposed for Board membership by the Nominations and Governance Committee, from a list of no more than five, full-time, tenured faculty developed by mutual agreement between the Faculty Senate President and the President of the University, to form the pool from which the one faculty member of the Board shall be selected.  The faculty Trustee shall be a voting member of the Board.

Section 11: Sisters of St. Francis Trustee. 

For so long as the Sisters of St. Francis of Holy Name Province, Inc. maintain a residence in a building leased from the University, the Board shall include at least one member of the Province on the Board of Trustees.  The Provincial Trustee shall be a voting member of the Board.

Section 12: Compensation. 

Members of the Board shall not receive any compensation for their service as Trustees.  The Board may, by resolution, authorize reimbursement of expenses incurred by a Trustee in the performance of his or her official duties as a member of the Board.

Article IV: OFFICERS OF THE BOARD

Section 1: Officers of the Board.

The Board may elect a Chair, one or more Vice Chairs, a Secretary and a Treasurer, and such other officers as it may determine.  Any two or more offices may be held by the same person, except the offices of Chair of the Board and Secretary.

Section 2: Election and Term of Office.

The Board shall elect the officers of the Board at its Annual Organizational Meeting.  The Chair shall serve for a one-year term, with the possibility of re-election to a maximum of five, full, one-year terms.  Other Board officers shall serve for one-year terms with the possibility of re-election.  Any officer whose terms have ended may serve until a new appointment is made.

Section 3: Compensation.

The Officers of the Board shall serve without compensation.

Section 4: Chair.  

The Chair shall be elected by and from among the Trustees, shall be the chief executive officer of the Trustees; shall preside at all meetings of the Board; and shall, in general, perform all duties incident to the office of Chair and such other duties as may be assigned to him or her by the Board.  The Board Chair shall serve as the Chair of the Executive Committee and as an ex officio member of all other Standing Committees of the Board.

Section 5: Vice Chair.  

The Vice Chair or Vice Chairs, shall be elected by and from among the Trustees, and shall, in the absence or disability of the Chair, or in the event of a vacancy in the Office of the Chair; possess all the powers of and perform all duties of that officer, and shall have such other powers and duties as may be prescribed from time to time by the Trustees.

Section 6: Secretary.  

The Secretary shall record all votes and proceedings of the Board of Trustees, the Executive Committee, and the Standing Committees and subcommittees.  The Secretary shall give notice of meetings of the Board, the Executive Committee, and the Standing Committees, and shall keep and file all documents belonging to the Corporation committed to his or her custody.

It shall also be the duty of the Secretary to be the custodian of the Charter and Bylaws, minutes, records, and other documents of the Board and its committees; to be the custodian of the Seal of the University; to affix the Seal and attest such documents as may be required for the transaction of the University’s business; and to perform such other duties as shall from time to time be directed by the President, the Board of Trustees or the Executive Committee.

All the minutes kept by the Secretary shall be open at all reasonable times for inspection by any member of the Board of Trustees or Executive Committee.

Section 7: Vacancies.

Vacancies in any office of the Board of Trustees created by death, resignation, failure to accept a nomination to be a member of the Board, or from any other cause, may be filled by a vote of a majority of the members of the Board present at a meeting where a quorum is present.  Any person selected to fill a vacancy shall serve for the remainder of the terms of the Trustee he or she is replacing and shall then be eligible for further service as provided in this Article.  Board officer vacancies may be filled through a special election at any regular or special meeting of the Board of Trustees.

Section 8: Removal. 

Any officer who may refuse or neglect to discharge his or her duties of the office may be removed from such office by a two-thirds majority vote of the Board members at any regular or special meeting of the Board at which a quorum is present.  Any Board officer proposed to be removed shall be entitled to reasonable notice and an opportunity to be heard prior to any vote planned for the removal of such officer.

Article V: MEETINGS

Section 1: Annual Organizational Meeting.

The Board shall hold an Annual Organization Meeting for the election of members of the Board, Officers of the University, members of the Standing Committees of the Board, and for the transaction of other business authorized under these Bylaws.  The Annual Organization Meeting shall be held on the campus of Daemen University in Amherst, New York unless otherwise directed by the Chair of the Board and signified in the Notice of the Meeting.

Section 2: Regular Meetings.

Regular meetings of the Board shall be held at least four (4) times during each fiscal year.  The Regular Meetings of the Board shall be held at such dates, times and places as may be fixed by the Chair of the Board after consultation with the President of the University.

Section 3: Special Meetings. 

Special Meetings may be held at any time and at any place upon the call of the Chair of the Board, the President, or upon written request of at least five (5) Trustees addressed to the Secretary of the Board, with a copy to the Chair, specifying the business to be transacted at such Special Meeting.

Section 4: Notice.

A written notice of every meeting of the Board of Trustees shall be given by the Secretary of the Board, stating the time, place and general purposes of the meeting.  Such notice shall be sent to the address of each Trustee at least seven (7) days before each meeting.  Notice of such meetings may be carried out by mail; electronic mail; or by facsimile transmission.  When notice is given by first class mail, notice shall be deemed to have been given on the date of the mailing, as certified by the Secretary of the Board.

No notice of the time, place or purpose of the meeting shall be required to be given to any Trustee who signs a written waiver of notice which is filed with the Secretary and becomes a part of the records of the meeting.  No notice need to be given to any Trustee who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.

Section 5: Quorum. 

A majority of the then members of the Board of Trustees shall constitute a quorum for the transaction of business.  Fewer than such quorum, however, have the power to vote to adjourn.  When a quorum is once present to organize the meeting, it is not broken by the subsequent absence of any of those present.

Section 6: Voting.  

Except as otherwise provided by law or by these Bylaws, a majority of those present and voting at a meeting in which a quorum was present, shall decide any question that may come before the meeting.

Section 7: Action by Board without a Meeting.

Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting on written consent, setting forth the action to be taken, and signed by all of the Trustees entitled to vote thereon.

The written consents shall be filed with the minutes of the proceedings of the Board of Trustees.  For the purposes of this Section, written consents shall include consents by members of the Board of Trustees in electronic form and delivered by electronic mail, or facsimile transmission.

Section 8: Conference Telephone Participation.

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.

Section 9: Executive Sessions.

Notwithstanding any other provisions of these Bylaws, in the discretion of the Chair, the Board or any committee thereof may meet in Executive Session to transact any business with only voting Trustees and individuals invited by the Chair to participate in such Executive Session, in attendance.

Section 10: Order of Business and Minutes.

At regular and special meetings of the Board, the Order of Business shall be adopted by vote of the Board upon presentation of an agenda.  The Secretary of the Board, in coordination with the Executive Director of the Board, shall be responsible for providing each Trustee with a copy of the proposed agenda and all pertinent supporting materials sufficiently in advance of each meeting to allow for thorough review.

The Order of Business for regular meetings shall normally be the following:

1. Call to Order
2. Roll Call
3. Discussion and approval of Order of Business and all minutes mailed since last meeting.
4. Report of the President of the University
5. Report of Other Officers/Cabinet Members (if necessary)
6. Report of Committees
7. Old Business
8. New Business
9. Announcements
10. Executive Session (if necessary)
11. Adjournment

Article VI: COMMITTEES OF THE BOARD

Section 1: General Authority.

The Board shall have the authority to establish such Standing and special committees as deemed appropriate to the discharge of its responsibilities.  Each Standing Committee shall have a written description, including a statement of purpose and responsibilities.

Committees will identify tasks they decide to complete as well as those tasks assigned by the Board.  The Chair and the President shall be ex officio voting members of each Standing Committee with one exception: neither the Board Chair nor the President shall serve as members of the Audit Committee.

Section 2: Executive Committee.

The Board may, by resolution passed by a majority of the whole Board, annually appoint not fewer than five (5) of its members as members of an Executive Committee, including the Board Chair and the University President.  The Chair of the Board shall be the Chair of the Executive Committee.

The Executive Committee shall, when the Board is not in session, exercise and discharge the powers and duties of the Board in all matters as to which, in the judgment of the Committee, the welfare of the University shall require action before the next meeting of the Board, except the Committee shall be prohibited from taking any of the following actions:

• selection for vacancies in the position of President;
• selection of the Chair of the Board;
• removal of any Trustee;
• changes in the University’s mission and purposes;
• adoption of amendments to or repeal of the Charter or the Bylaws;
• decisions to incur indebtedness;
• adoption of a plan for the acquisition and disposition of any part of the University’s real property or any material part of the University’s personal property;
• appointments to and removal from offices;
• adoption of the annual budget;
• addition or discontinuation of academic programs;
• conferral of degrees;
• the filling of vacancies by the Board or any committee; and
• the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.

Copies of the minutes of the Executive Committee’s meetings shall be circulated among the members of the Board prior to the next ensuing meeting of the Board.

Section 3: Standing Committees.

In addition to the Executive Committee, the following Standing Committees of the Board are hereby established:

• Audit Committee
• Nominations and Governance Committee
• Academic Affairs Committee
• Student Affairs Committee
• Business Affairs Committee
• Facilities and Physical Plant Committee
• Long Range Planning Committee
• Development Committee
• Enrollment Committee
• Alumni Committee
• Investment Committee
• Intercollegiate Athletics Committee

The Board is authorized to establish such other Standing Committees; subcommittees of the Standing Committees and Special Committees, as the Board may from time to time determine to be necessary.

Section 4: Membership of Committees.

Appointments of Trustees to Standing Committees shall be made by the Board after consultation with the President. Each Standing Committee shall have a minimum of three (3) Trustees.

The Standing Committees on Academic Affairs; Business Affairs, Student Affairs and Long-Range Planning shall have, as a minimum two full-time faculty as members.  The Faculty Senate Committee on Committees shall submit to the Board, through the Office of the President, a list of names of faculty members whom have expressed interest in serving on such Standing Committees.  The Faculty Senate Committee on Committees shall ensure that such list shall consist of at least twice the number of prospective faculty member candidates for Standing Committee membership, as there are appointments to be made to such Standing Committees.  The Board shall select faculty members from such list, to serve on the Standing Committees described under this Section.

Vacancies on the Standing Committees and other committees may be filled by the Board at any meeting of the Board.  The Chair of the Board shall designate a Chair for each Standing Committee from among the Trustees serving on such Standing Committees.  Normally the Chair of the Board will consult with the President regarding appointments to all committees.

The Chair of the Board and the President shall be ex officio members of each Standing Committee with the exception that neither the Board Chair nor the President shall serve as members of the Audit Committee.

Section 5: Limitation on Powers of Standing Committees.

In no event shall the following powers be delegated by the Board to any Standing Committee established by it, with the exception of the Executive Committee:

• The power to change the principal office of the Corporation.
• The power to amend these Bylaws.
• The power to elect officers as required by law, the Charter, or these Bylaws and the power to fill vacancies in any such offices.
• The power to change the number of members constituting the Board of Trustees and the power to fill vacancies in the Board of Trustees.
• The power to remove officers from office or Trustees from the Board.
• The power to alter the Corporation’s structure or existence.
• The power to fill vacancies for the office of President of the University.

Section 6: Meetings of Standing Committees.

The Standing Committees shall meet at least twice each academic year and Minutes approved by such Committees shall be presented to the full Board of Trustees and made a part of the official record of the Board of Trustees at its meetings.

Section 7: Standing Committee Purposes and Responsibilities.

Pursuant to Section 1 of this Article, the following subsections describe the purposes and responsibilities of the Standing Committees of the Board:

Subsection 7a. Audit Committee

The Board shall have an Audit Committee consisting of no fewer than three (3) and no more than five (5) Trustees, none of whom can be an officer of the University or have a direct or indirect business relationship with the University.

To the maximum extent practicable, each member of the Audit Committee shall have general financial/accounting knowledge, with at least one (1) member to have professional financial/accounting experience and expertise, with appropriate education and professional experience, including an understanding of generally accepted accounting principles and financial statements.

The Audit Committee shall:

• oversee the University’s financial reporting requirements;
• recommend to the Board of Trustees the selection, retention and termination, as appropriate, of the independent outside auditor for the University;
• review the financial policies and procedures of the University and ensure the adequacy of internal financial controls;
• review the internal audit procedures with the Vice President for Business Affairs;
• act as liaison between the independent outside auditor and the Board of Trustees; and
• oversee the Board’s Conflict of Interest Policy procedures as set forth in Article X of these Bylaws.

The Committee shall also be responsible for establishing procedures for receiving, investigating and resolving complaints concerning the University’s financial and accounting practices.

Subsection 7b. Nominations and Governance Committee

The Nominations and Governance Committee shall make recommendations to the Board with regard to candidates for membership on the Board of Trustees.

The Nominations and Governance Committee shall also nominate the officers of the Board and review and recommend committee membership for approval by the Board, including the Chairs of the Standing Committees, except for the Nominations and Governance Committee and except ex officio members of the Standing Committees.

The Nominations and Governance Committee shall be responsible for periodic review of the Bylaws and for recommending Bylaws amendments to the Board.

The Committee shall provide advice and counsel to the Board regarding the development of strategies, policies and practices that orient, educate, and assess the performance of Trustees.  The Committee shall also make recommendations to the Board with regard to candidates for membership on the Executive Committee.

Subsection 7c. Academic Affairs Committee

The Academic Affairs Committee shall provide advice and counsel to the Board to ensure the quality and effectiveness of the University’s educational offerings by monitoring the effectiveness of academic programs and curriculum and review academic standards and requirements.

Subsection 7d. Student Affairs Committee

The Student Affairs Committee shall have the responsibility to consider and recommend policies governing matters related to the comprehensive student life experience, including co-curricular student learning; residential living; health; recreation, intercultural development, social and spiritual well-being of students; student organizations; and student conduct.

Subsection 7e.  Business Affairs Committee

In consultation with the President and Vice President for Business Affairs and Treasurer, the Business Affairs Committee shall monitor the University’s financial assets and operations and advise the Board of Trustees of the condition and adequacy of these assets and operations in support of the University’s mission and long-term economic health.

Subsection 7f. Facilities and Physical Plant Committee

In consultation with the President and Vice President for Business Affairs and Treasurer, the Facilities and Physical Plant Committee shall oversee and seek Board approval of capital planning, siting of capital projects, building and landscape initiatives, and capital construction.  The Committee shall evaluate deferred maintenance, land use, cost analysis and financing of capital projects, emergency preparedness and application of sustainable practices.

The Committee shall also have the responsibility for developing and recommending campus initiatives in accordance with the approved Master Plan of the University.  The Committee shall advise the Board on policies necessary to keeping the grounds and buildings in proper condition and repair; and for providing guidance in the acquisition, operation and disposition of real property.

Subsection 7g. Long-Range Planning Committee

In close collaboration with the President, his or her Cabinet, and the Business Affairs Committee, the Long-Range Planning Committee shall provide advice and counsel to the Board with regard to the development and implementation of a Master Plan, and participate in the development of long-range financial planning policies for the University.

Subsection 7h.  Development Committee

In close collaboration with the President and the Vice President for Institutional Advancement, the Development Committee shall have the responsibility to consider and recommend policies for the fundraising activities of the University, including but not limited to, policies that foster growth in the University’s Endowment, long-term corporate and other donor relationships, and alumni giving.

Subsection 7i.  Enrollment Committee

In close collaboration with the President and the Vice President for Enrollment Management, the Enrollment Committee shall assist the Board in the oversight, monitoring, and development of policies, plans and initiatives that enhance the goals and objectives for admissions, retention, persistence, and financial aid.

Subsection 7j.   Alumni Committee

In close collaboration with the President and the Vice President for Institutional Advancement, the Alumni Committee shall have the responsibility to consider and recommend policies to enhance close working relationships between the University and alumni, and assist in the coordination of all Alumni related events on and off campus.

Subsection 7k.  Investment Committee

In close collaboration with the President and the Vice President for Business Affairs and Treasurer, the Investment Committee shall have the responsibility to adopt guidelines and policies with regard to the investments of the University’s endowment and other investment funds.  Responsibilities shall also include, but not be limited to, asset allocation, performance measurement, management selection and other investment matters as may be required.  The Chair of the Investment Committee shall report on the investments of the University at least once a year at a meeting of the Board.

Subsection 7l: Intercollegiate Athletics Committee

In close collaboration with the Director of Athletics and the President, the Intercollegiate Athletics Committee shall have the responsibility to oversee the administration of athletic programs and policies of the University.  Such oversight shall include the evaluation and monitoring of the University’s compliance with National Collegiate Athletic Association (NCAA) rules, regulations, and all appropriate matters pertaining to the University’s entry into Division II of the NCAA. 

Article VII: OFFICERS OF THE CORPORATION

 Section 1: General.  

The officers of the Corporation shall be a President; a Vice President for Academic Affairs and Dean of the University; a Vice President for Business Affairs and Treasurer; a Vice President for Student Affairs; a Vice President for Institutional Advancement; and a Vice President for Enrollment Management; who shall be elected by the Board of Trustees.

Subject to the approval from the Board of Trustees, the President may establish or designate other positions as officers of the Corporation, or recommend modifications to the alignment of officers set forth under this Section.

Section 2: President. 

(a) The Trustees shall elect a President of the University who shall be the chief executive officer of the University.  Under the direction of the Board of Trustees and Executive Committee, the President shall have the general powers and duties of supervision and management of the property and affairs of the University, including the educational activities of the University and for interpreting and carrying out the policies of the Board of Trustees.

The President shall have the powers and duties set forth in the Corporation’s Charter and in these Bylaws, and such other powers and duties as the Board of Trustees shall delegate.

(b) The President or someone designated by the President, shall preside at all academic functions and represent the University before the public.

(c) The President shall submit a proposed annual budget for the University to the Board of Trustees prior to the beginning of the fiscal year covered by the budget.

(d) The President shall submit to the Board of Trustees an Annual Report on the condition, operations, and needs of the University.

(e) The President shall confer upon the candidates the academic degrees which have been voted by the Trustees.

(f) The President shall recommend to the Board of Trustees persons to be officers of the Corporation other than the President, and such officers shall be directly accountable to the President.

(g) The President shall act as the ordinary medium of communication between the Trustees and the faculties, student body and alumni.

In case of the President’s death, resignation, or inability to act, the Executive Committee may appoint an Acting President of the University, who shall perform all of the duties of the President until the next meeting of the Board of Trustees, or until the disability of the President ceases.  In such cases whereby the Executive Committee appoints an Acting President, the Board of Trustees may, at any time thereafter, elect a President or an Acting President.

Section 3: Treasurer. 

The Treasurer shall report to the President and shall also serve as the Vice President for Business Affairs at the University.  The Treasurer shall be the chief financial officer of the University.

The Treasurer shall work closely with the Board, including the appropriate committees of the Board in the management of the University’s investments, reserves, and facilities.  The duties of the Treasurer shall include fiscal policy development and long-range financial planning; resource allocation analysis; budget planning, control and reporting; oversight of human resources management, business services, and oversight of the Physical Plant of the University.

The Treasurer shall have the care and custody of the University’s bank and other financial accounts; keep the University’s financial records; report regularly to the Trustees on the University’s financial condition; collect and disburse the University’s funds and perform such other duties as the Trustees or President may assign.

Article VIII: FACULTY SENATE

The Corporation shall have a Faculty Senate constituted, organized and operated in accordance with Bylaws adopted by the Faculty and approved by the Board.  It shall consult with the President of the University on matters relating to the overall educational policies and activities of the University, as well as issues relating to faculty welfare.

The President of the Faculty Senate shall prepare a written report which shall be submitted annually to the Board of Trustees.  This written report shall be placed on the agenda of the Annual Organizational Meeting of the Board.  The report shall set forth the activities of the Faculty Senate during the preceding year and may address other matters of general interest to the faculty.  The approved minutes of Faculty Senate meetings will be forwarded to the Board of Trustees through the President.

Article IX: INDEMNIFICATION OF TRUSTEES AND OFFICERS

Section 1: Right to Indemnification. 

To the fullest extent authorized and permitted by the New York State Not-for-Profit Corporation Act, as amended by the Not-for-Profit Revitalization Act, or to the greater extent permitted by any subsequent amendments to the New York State Not-for-Profit Corporation Act (the intent of these Bylaws to be to provide the greatest of those indemnification rights permitted by such amended Act), 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 the person is or was a voting or non-voting Trustee, or an officer of the University (“Indemnitee”), or served another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of the University (any person serving in such capacity shall be referred to in this Article as a “Representative”), shall be indemnified by the University. 

The indemnification authorized under this Article shall extend to all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense or appeal of any such action or proceeding, and any other amounts, expenses and fees similarly incurred.  However, such indemnification shall only be provided in connection with any such action or proceeding initiated by an Indemnitee only if such action or proceeding was authorized by the Board of Trustees.

Board members and officers shall not be entitled to indemnification authorized under this Article, for acts that are adjudicated in such action, suit, or proceeding to be the result of gross negligence, willful misconduct, bad faith, or reckless disregard in the performance of his or her duties.

Section 2: Personal Liability. 

Members of the Board and officers of the Corporation shall not be personally liable for any debt, liability, or obligation of the Corporation.  All persons, corporations, or other entities extending credit to, contracting with or having any claim against the Corporation may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the Corporation.

Section 3: Advance Payment of Expenses.

Expenses, including legal fees, reasonably incurred by any such Board member or officer in connection with the defense or disposition of any such action, suit, or other proceeding may be paid by the University in advance of the final disposition of such action or proceeding under the condition that the Board member or officer repay such advanced fees and costs if it ultimately is determined (1) that the Board member or officer is not entitled to be indemnified, or (2) to the extent such fees exceed the indemnification to which the Indemnitee is entitled.

Section 4: Contract Right. 

The indemnification right described under Section 1 of this Article shall be a contract right enforceable by the voting or non-voting Trustee, officer or Representative  (or the estate or beneficiaries of any deceased voting or non-voting Trustee, officer or Representative) with respect to any action or proceeding accruing or arising while this right to indemnification shall be in effect.

Section 5: Non-Exclusivity of Rights.

The indemnification rights conferred on any person by this Article shall not be deemed exclusive of any other rights to which such person may have or subsequently acquire, whether contained in the Charter, these Bylaws, a resolution of the Board of Trustees or an agreement providing for such indemnification, the creation of such other rights being hereby expressly authorized.

Section 6: Inurement.

The rights of indemnification and advancement of expenses provided for in this Article shall inure to the benefit of the Indemnitee’s legal representatives, heirs and distributees.

Section 7: Severability. 

It is the intent of the University to indemnify its voting and non-voting Trustees, officers and Representatives to the fullest extent authorized by the laws of New York State, as they now exist or may be subsequently amended.  If any portion of these indemnification provisions shall for any reason be held invalid or unenforceable by judicial decision or legislative amendment, the valid and enforceable provisions will continue to be given effect and shall be construed so as to provide the broadest indemnification permitted by law.

Section 8: Interpretation.

To the extent permitted by law, the rights of indemnification and advancement of expenses provided in this Article (a) shall be available with respect to events occurring prior to the adoption of this Article; (b) shall continue to exist after any rescission or restrictive amendment of this Article with respect to events occurring prior to such rescission or amendment; and (c) shall be interpreted on the basis of applicable law in effect at the time of the occurrence of the vent or events giving rise to the action  or proceeding or, at the sole discretion of the Indemnitee (or if applicable, at the sole discretion of the heirs, distributees or legal representatives of such Indemnitee seeking such rights), on the basis of applicable law in effect at the time such rights are claimed.

Section 9: Insurance. 

As authorized by the Not-for-Profit Corporation Act, as amended, the Trustees may authorize the Corporation to purchase and maintain insurance to indemnify itself for any obligation which it incurs as a result of the indemnification of any Indemnitee, or to indemnify any Indemnitee to the fullest extent permitted by law.

Article X: CONFLICTS OF INTEREST

Section 1: General.  

Trustees shall exercise care that no detriment to the University results from conflicts between their interests and those of the University.  Trustees shall be sensitive to potential conflicts of interest or the appearance of conflicts of interest even if no actual conflicts exist.

A Board member shall be considered to have a conflict of interest if he or she, or person or entities with which he or she is affiliated, has a direct or indirect interest that may impair or may reasonably appear to impair his or her independent, unbiased judgment in the discharge of his or her responsibilities to the Corporation.

Section 2: Disclosure of Conflicts. 

(a) Trustees who believe a potential transaction with the University may involve a conflict must report that transaction and all material facts in writing to the Audit Committee of the Board, in sufficient time for the Audit Committee to approve or disapprove such transaction.

(b) All members of the Board of Trustees annually shall complete, sign and submit to the Secretary of the Board a written statement identifying any entity of which such Trustee is an officer, director, trustee, member, partner, owner, or employee, and with which the University has a relationship, and any transaction which the corporation is a party to, and in which such Trustee may have a conflicting interest.

Such statements shall be made available by the Secretary of the Board to the Chair of the Audit Committee and to the Chair of the Board of Trustees.

Section 3: Restrictions.

The Corporation will not enter into any transaction in which a Trustee, or persons or entities closely associated (as hereinafter defined) to that Trustee, have a material financial interest, direct or indirect, or with respect to which a Trustee’s independence of judgment might be impaired.  Exceptions to the restrictions under this Section are transactions:

• approved by a majority of the Audit Committee. If a majority of the Audit Committee is disqualified from acting or if a majority of the Audit Committee elects to refer the matter to the Executive Committee, then approval by a majority of the Executive Committee shall be required; or
• involving competitive bids or standard rates and terms offered to businesses generally.

As used in this Article, the term “closely associated” shall be defined as:

• A spouse, parent, sibling, child, person living in the household or business associate of the Trustee;
• Any entity which is directly or indirectly owned or controlled individually or collectively by the Trustees and/or by one or more of the persons described in (1) under this Section. For this purpose, “owned” means holding more than 35 percent of voting membership rights or voting stock in the entity; “controlled” means comprising over 35 percent of the directors, partners, trustees or other members of the governing body of the entity;
• A law firm, accounting firm or any other professional services organization of which the Trustee or any person described in Definition (1) of this section above, is a partner, shareholder or holds any other ownership interest.
• Other partnership of which the Trustee or any person described in Definition (1) of this Section above is a partner.

Section 4: Board Procedures/Voting.

(a) When a potential conflict of interest is under review pursuant to this Article, the Trustee whose potential conflict is under consideration may not be present at nor participate in, a meeting of the Audit Committee addressing such potential conflict, nor at a meeting of the Board of Trustees, nor vote in either forum on the matter giving rise to such potential conflict.  However, said Trustee may be requested by other Trustees to briefly attend such meetings to briefly state his or her position on such potential conflict of interest, or answer pertinent questions from other Trustees, if such participation or input is specifically requested in advance by members of the Committee or from other Trustees at a meeting of the Board of Trustees.

Such Trustee whose potential conflict is under consideration shall not make any attempt to improperly influence the deliberations or voting on the matter giving rise to such conflict.

(b) A positive disposition of the potential conflict of interest shall be predicated upon a finding that the transaction under review is (1) fair to the University; (2) should be approved following a finding that the University cannot obtain a more advantageous alternative to the proposed transaction with a reasonable effort; and (3) not constituting an excess benefit as defined under Section 4958 of the Internal Revenue Code.

(c) The Board Secretary shall record the existence and resolution of the potential conflict of interest, in the Minutes of any meeting of the Audit Committee where such potential conflict is considered and voted upon or of any meeting of the Board of Trustees where such potential conflict is considered and is voted upon.

(d) A report of all conflicts voted on during the preceding year or reported by Trustees shall be forwarded to the Board of Trustees by the Audit Committee with a statement of the resolutions reached on each conflict considered.

Article XI: AMENDMENT OF BYLAWS

These Bylaws may be amended at any regular meeting of the Board of Trustees by the affirmative vote of two-thirds of the voting members of the Board then in office, provided that written notice of the meeting and the proposed amendment(s) to be considered is (are) transmitted by the Secretary to each member at least twenty (20) days before the meeting by electronic mail or by private or U.S. Postal Service.

A review of these Bylaws shall be included as a regular agenda item for the Annual Organizational Meeting of the Board held in accordance with Article IV.