BY-LAWS
OF
CANTON COLLEGE FOUNDATION, INC.
__________________
A corporation governed by the
Not-for-Profit Corporation Law of New York
__________________
ARTICLE I
MEMBERS
Section 1. Members. Canton College Foundation, Inc. (the “Corporation”), being a Type B not-for-profit corporation as defined in paragraph (b) of section 201 of the New York Not-for-Profit Corporation Law, has no members.
ARTICLE II
BOARD
Section 1. Management of Corporate Affairs. Except as otherwise provided by law, the certificate of incorporation of the Corporation or these by-laws, the activities, property and affairs of the Corporation will be managed by the board of directors (the “Board”).
Section 2. Number and Qualifications. The Board will consist of a minimum of 7 directors and a maximum of 48 directors; the exact number will be determined by the Board. The President of the State University of New York, College of Technology at Canton (“SUNY Canton”) shall serve as an ex-officio director of the Corporation. The immediate past Chair of the Corporation (the “Past Chair”) shall serve as a voting director of the Corporation. The Board may elect SUNY Canton staff or faculty members as directors of the Corporation. However, the termination of any such director’s status as a staff or faculty member for any reason may, without limitation, be considered cause for removal for purposes of Section 6 of this Article II. The Board may increase or decrease the number of directors of the Corporation by a vote of the majority of the entire Board, but the number of voting directors constituting the entire Board may not be less than seven. As used in these by-laws, the term “entire Board” includes active Board members only and does not include vacant director positions caused by the death or resignation of a current Board member. No decrease in the number of directors will shorten the term of any incumbent director. All of the directors will be at least 18 years of age. No member of the SUNY Canton College Council may serve as a director of the Corporation.
Section 3. Election and Term of Office. Except as otherwise provided by law or these by-laws, each director of the Corporation other than the President of SUNY Canton and the Past Chair will be elected for a term of three years and until his or her successor has been elected and qualified.
Section 4. New Directors. New Directors may be recommended by the Nominating Committee at the board’s spring meeting. The Board will consider these recommendations and vote whether to approve those individuals for membership on the Board. Any new Directors thus approved will begin their terms of office at the fall annual meeting.
Section 5. Vacancies. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for any reason will be filled by a vote of a majority of the directors then in office, even if less than a quorum exists. A director elected to fill a vacancy will hold office until the next annual meeting at which the election of directors is in the regular order of business, and until his or her successor is elected and qualified.
Section 6. Resignation. Any director may resign at any time by giving a written resignation to the Chair, the Vice Chair or the Secretary. A resignation will be effective upon delivery unless it specifies an effective date, in which case the resignation is effective at the time specified. Unless the resignation specifies otherwise, Board acceptance of the resignation is not necessary to make it effective.
Section 7. Removal. Any director may be removed for cause by the affirmative vote of a majority of the Board at any meeting of the Board, notice of which referred to the proposed action. Unexcused absence from two or more regular meetings of the Board in any 12-month period may, without limitation, be considered cause for removal.
Section 8. Compensation. No director will be compensated for serving as a director, except that the Corporation may reimburse directors for expenses necessarily incurred in effecting one or more of the corporate purposes of the Corporation, provided that such expenses are approved by the Chair or the Board. Expenses incurred by the Chair will be approved by the Board.
Section 9. Honorary Directors. A director who has served on the Board and who, because of unusual circumstances, can no longer serve as an active director, may be appointed by the Board to serve as an honorary director. Honorary directors may be invited to attend all meetings of the Board, may receive all notices, agendas, minutes and other documents pertinent to such meetings, and may be encouraged to participate in all discussions in such meetings. Honorary directors shall have no vote, duties, powers or other obligations with respect to the Corporation and their presence at any meeting of the Board shall not be counted in determining a quorum.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board, for the transaction of business set forth in the notice of the meeting, will be held at a time and place, within or without the State of New York, determined by the Board and specified in the notice of the meeting.
Section 2. Special Meetings. Special meetings of the Board may be called at any time by the Chair, or in his or her absence or disability, the Vice Chair, and must be called by such officer on written request by three or more directors. Such request will state the purpose or purposes for which the meeting is to be called. Each special meeting of the Board will be held at a time and place determined by the person calling the meeting and specified in the notice of the meeting.
Section 3. Annual Meeting. The annual meeting of the Board will be the regular meeting held in the fall of each year, or such other regular meeting designated by the Board. All reports of the standing committees and the Treasurer must be sent to the directors at least ten days in advance of the annual meeting.
Section 4. Notice of Meetings. Notice of each regular or special meeting of the Board stating the time and place of the meeting will be given by the Executive Director of the Foundation or the Foundation Administrative Assistant (at the direction of the Executive Director) to each director at least thirty days before any regular meeting and at least three days before any special meeting, by notifying the directors by email, regular mail, phone messages or text messages. A director’s attendance at a meeting without protesting, before or at the commencement of such meeting, the lack of notice to him or her constitutes waiver of notice. A director also may waive notice by submitting a signed waiver of notice before or after a meeting.
Section 5. Quorum. At all meetings of the Board, except as otherwise provided by law, the certificate of incorporation or these by-laws, a quorum is required for the transaction of business. The quorum will consist of a majority of the entire Board, not including members who have died or resigned prior to the meeting.
Section 6. Procedure. The order of business and all other matters of procedure at every meeting of the directors may be determined by the person presiding at the meeting.
Section 7. Action by the Board. Except as otherwise provided by law, the certificate of incorporation or these by-laws, the vote of a majority of the directors present will decide any question that may come before the meeting. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time or place without notice other than announcement at the meeting of the time and place to which the meeting is adjourned.
Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all directors consent in writing, by email, or through text messages, to the adoption of a resolution authorizing the action.
Section 9. Presence at Meeting by Telephone. Directors may participate in a meeting through online programs such as Zoom, Teams or similar software. Participation in a meeting by such means constitutes presence in person at the meeting.
Section 10. Confidentiality. It is the policy of the Corporation that the directors treat as confidential the proceedings of all Board and committee meetings, and all information concerning the business activities of the Corporation, except as otherwise authorized by the Board or until there has been general public disclosure, or unless the information is a matter of public record or common knowledge.
ARTICLE IV
COMMITTEES
Section 1. Committees of the Board. The Board, by resolution or resolutions adopted by a majority of the entire Board, may designate from among its members an Executive Committee and such other standing committees and special committees of the Board as it may deem advisable. Each such committee will consist of 3 or more directors. Each committee of the Board will serve at the pleasure of the Board and will have, to the extent provided in the resolution establishing the committee, all the authority of the Board except as otherwise provided by law. Non-Board members may also serve on standing committees, at the invitation of the committee Chair and with the approval of the Board Chair. These individuals would be non-voting committee members and their participation would be re-approved on an annual basis by the committee Chair and the Board Chair.
Section 2. Executive Committee. The Executive Committee will consist of the officers of the Corporation, including, without limitation, the Past Chair, and the President of SUNY Canton. The Executive Committee will meet bi-monthly for the purpose of staying informed on College and Foundation activities. In the interim between meetings of the full Board and regular meetings of the Executive Committee, the Executive Committee has all the authority of the Board except as otherwise provided by law. All acts done and power and authority conferred by the Executive Committee within the scope of its authority are deemed to be, and may be specified as being, the acts of and under the authority of the Board.
Section 3. Other Standing Committees. The standing committees of the Corporation shall consist of the following:
A. Planning Committee – The Planning Committee shall decide the awarding of funds for campus purposes through the Campus Enhancement Awards and other activities. The Faculty/Staff Awards Committee, which approves the Faculty/Staff awards as well as awards made for the Thirds program, is a sub-committee of the Planning Committee and their activities are overseen and reported by the Planning Committee. The committee shall present reports at the meetings of the Board.
B. Finance and Investment Committee – The Finance and Investment Committee shall review the annual Foundation and Grasse River, LLC. budgets, as submitted by the Foundation Executive Director and Director of Financial Operations and recommend approval of these budgets to the Board. The proposed budgets should include projected revenues and expenditures as well as allocations for program expenditures from the Unrestricted Fund balance. Periodically throughout the fiscal year, the committee should review the operating statements for the Foundation and Grasse River, LLC. to ascertain if it is necessary to recommend revisions in the established budget. The committee shall review new program expenditure budget requests, recommending allocations to the Board when they are justified and fiscally prudent.
C. Bylaws Committee – The Bylaws Committee shall review the bylaws of the Corporation and recommend any revisions or changes deemed prudent or necessary. The committee shall consider all suggestions and recommendations made by other Board members. The committee shall meet at least twice yearly and report their recommendations to the directors at least five days prior to the next regularly scheduled Board meeting.
D. Nominating Committee – It shall be the duties of the Nominating Committee:
1. To review the expiring terms of Board members and draw up recommendations for new directors.
2. To solicit and accept recommendations from the Executive Director of the Foundation or from other Board members for potential nominees.
3. To meet at least one month prior to the spring board meeting to review potential new directors, and to forward the names of any individuals approved and recommended by the Nominating Committee to the full board for approval at the spring board meeting.
4. To meet not less than 60 days prior to the fall annual meeting to prepare recommendations for Board member renewals and the election officers, if applicable, and to forward the names of such individuals to the full board for approval at the fall Annual Board meeting.
5. To make recommendations for Honorary Directors.
6. To present nominations for officers and directors of the Corporation.
E. Audit Committee – It shall be the duties of the Audit Committee to:
1. Meet with the auditors prior to the audit to discuss any issues or concerns.
2. Be available for questions during the audit period.
3. Review the final audit and management letter and any other corrections or recommendations that may be made.
4. Submit to the full Board an annual report, audited in accordance with generally accepted accounting practices, showing the whole amount of the real and personal property owned by the Corporation, where located and how invested, the amount, nature, and manner of acquisition of all property acquired during the preceding fiscal year, and the purpose and objects for which monies were appropriated and expended;
5. Insure that any recommendations suggested in the audit are incorporated into the Corporation’s management.
F. Compensation and Evaluation Committee – The Compensation and Evaluation Committee shall recommend to the Board goals and objectives relevant to the compensation of the Executive Director, evaluate the Executive Director’s performance in light of such goals and objectives adopted by the Board, and, based on such evaluation, make recommendations to the Board with respect to the Executive Director’s compensation level.
Section 4. Committees of the Corporation. In addition to committees of the Board, the Board may create committees of the Corporation to serve at the pleasure of the Board and to perform tasks assigned by the Board. Persons other than directors may be members of committees of the Corporation. Committees of the Corporation have no authority to act on behalf of the Board.
Section 5. Acts and Proceedings. Each committee will keep regular minutes of its proceedings and report its actions to the Board when required.
Section 6. Meetings of Committees. Committees will meet at such times and places as the chair of the committee determines and the notice of the meeting specifies. Meetings of committees of the Board will be governed by the provisions of Sections 4, 5, 6, 7, 8, 9 and 10 of Article III of these by-laws, which govern meetings of the entire Board, except that notice of meetings of the Executive Committee will be given not less than twenty-four hours before such meeting.
ARTICLE V
OFFICERS
Section 1. Officers. At its annual meeting, the Board will elect, as necessary, officers of the Corporation, which shall include a Chair, a Vice Chair, a Secretary, and a Treasurer. Because all officers other than the Executive Director serve a two-year term, it will be necessary to elect only those positions where the term is expiring. All officers other than the Executive Director must be chosen from among the directors of the Corporation. The Executive Director may not be chosen from among the directors of the Corporation. The Board may from time to time elect additional officers having titles, authority and duties determined by the Board. The Past Chair will also be considered an officer of the Corporation.
Section 2. Limitations. Board members who are current staff or faculty members at SUNY Canton may not serve in the role of Chair or Treasurer. Retired staff or faculty members will not be limited in this way and may be elected to any officer position.
Section 3. Term of Office. Unless otherwise specified in these by-laws, officers will be elected to two-year terms and may be re-elected to multiple terms if nominated by the Nominating committee and approved by the full Board. They will hold office until their successors have been elected and qualified. To be elected to an officer position, board members must have at least two years of service remaining in their current term. The Executive Director shall serve at the pleasure of the Board.
Section 4. Removal. Any officer may be removed or have his or her authority suspended by the Board at any time, with or without cause.
Section 5. Resignation. Any officer may resign at any time by giving a resignation in writing to the Board, the Chair or the Secretary. A resignation will be effective upon delivery unless it specifies an effective date, in which case the resignation is effective at the time specified. Unless the resignation specifies otherwise, Board acceptance of the resignation is not necessary to make it effective.
Section 6. Vacancies. If any Board office becomes vacant for any reason, the Board has the power to fill that vacancy.
Section 7. Duties of Officers May Be Delegated. If an officer is absent or unable to perform his or her duties, or for any other reason that the Board deems sufficient, the Board, except where otherwise provided by law, may delegate the powers or duties of any officer to any other officer or to any director.
Section 8. Officers Holding Two or More Offices. Any two or more Board offices, except those of Chair and Secretary, may be held by the same person, but no officer will execute or verify any instrument in more than one capacity if such instrument is required by law or otherwise to be executed or verified by two or more officers.
Section 9. Compensation. No officer other than the Executive Director will be compensated for serving as an officer, except reimbursement of expenses necessarily incurred in effecting one or more of the corporate purposes of the Corporation, provided that such expenses have been approved by the Chair or the Board.
Section 10. The Chair. The Chair will have the general powers and duties of supervision and management of the Corporation and will perform all such other duties as usually pertain to the office or are properly required by the Board. The Chair will preside at all meetings of the Board and will serve as an ex-officio member of all committees. After completing his or her service as Chair, the Chair will hold the position of Past Chair for at least one additional two-year term.
Section 11. Vice Chair. The Vice Chair will, in the absence or at the request of the Chair, perform the duties and exercise the powers of the Chair. The Vice Chair will also have such powers and perform all such other duties as usually pertain to the office or are properly required by the Board. It is contemplated that the Vice Chair will assume the office of the Chair when the then-current Chair’s term is complete, unless the Vice Chair is a current staff or faculty member of SUNY Canton.
Section 12. The Executive Director. The Executive Director shall serve as the chief executive officer of the Corporation and shall perform the duties of the daily management and function of the Corporation as well as such other duties as may be specified by the Board or the Chair.
Section 13. The Secretary. The Secretary will review the minutes of the Board, which are taken by the Foundation Administrative Assistant and submitted to the Secretary, to ensure that the minutes are accurate and properly kept. He or she will assist, if requested by Foundation staff, with the giving and serving of all notices of the Corporation; have charge of such books and papers as the Board may direct; assist with correspondence if requested by Foundation staff; and perform all such other duties as usually pertain to the office or are properly required by the Board.
Section 14. The Treasurer. The Treasurer shall be responsible for the care and custody of any and all assets of the Corporation and shall review and approve the deposits and expenditures (over $5,000) of such securities and funds in the name of the Corporation in such bank or banks as the Board may determine. The Treasurer shall be responsible for reviewing the books of the Corporation as prepared by the Foundation Director of Financial Operations; submit such other reports as may be required by resolution of the Board or by law; and perform all other duties that usually pertain to the office. The Board may require the Treasurer to provide such bond and security as it may deem appropriate. The premium for such bond shall be charged against the Corporation.
Section 15. The Past Chair. The Past Chair will serve for a term of two years. He or she will serve in an advisory capacity to the Chair and will also serve as a member of the Executive Committee.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Right of Indemnification. The Corporation will indemnify any person who is made, or is threatened to be made, a party to an action or proceeding by reason of the fact that he or she (or his/her testator or intestate) was a director or officer of the Corporation. Such indemnification will be in accordance with and to the fullest extent permitted by the Not-For-Profit Corporation Law of the State of New York or other applicable law, as such law now exists or is subsequently adopted or amended. It will apply to any action or proceeding or related appeal, whether criminal, civil, administrative or investigative, and will apply regardless of whether the director or officer is in office at the time of the action or proceeding. However, the Corporation will indemnify a director or officer in connection with an action or proceeding initiated by that director or officer only if the action or proceeding was authorized by the Board.
Section 2. Advancement of Expenses. The Corporation may pay expenses incurred by a director or officer in connection with an action or proceeding described in Section 1 of this Article VI in advance of the final disposition of that action or proceeding. Such advances may be paid only if (a) the director or officer agrees in a signed writing to repay the advance if he or she is ultimately found not to be entitled to indemnification, and (b) the advance is approved by the Board acting by a quorum consisting of directors who are not parties to the action or proceeding or, if such a quorum is not obtainable, then by vote of a majority of the entire Board. To the extent permitted by law, the Board may advance expenses under this provision without having to find that the director or officer met the applicable standard of conduct required for indemnification.
Section 3. Availability and Interpretation. To the extent permitted under applicable law, the rights provided in Sections 1 and 2 of this Article VI:
(a) will be available with respect to events occurring prior to the adoption of this Article VI;
(b) will continue to exist after any rescission or restrictive amendment of this Article VI with respect to events occurring prior to such rescission or amendment;
(c) will be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding or, at the sole discretion of the director or officer (or his/her testator or intestate), on the basis of applicable law in effect at the time the rights are claimed; and
(d) will be in the nature of contract rights that may be enforced in any court of competent jurisdiction as if the Corporation and the director or officer seeking such rights were parties to a separate written agreement.
Section 4. Other Rights. The rights provided in Sections 1 and 2 of this Article VI are not exclusive of any other rights to which a director or officer of the Corporation or other person may now or subsequently be otherwise entitled, whether contained in the certificate of incorporation, these by-laws, a resolution of the Board or an agreement providing for such indemnification; the creation of such other rights is expressly authorized. Without limiting the generality of this section, the rights provided in Sections 1 and 2 of this Article VI are not exclusive of any rights, pursuant to statute or otherwise, of a director or officer or other person to have his or her costs and expenses in an action or proceeding assessed or allowed in his or her favor, against the Corporation or otherwise.
Section 5. Severability. If this Article VI or any part of it is held unenforceable in any respect by a court of competent jurisdiction, it will be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article VI will remain fully enforceable. Any payments made pursuant to this Article VI will be made only out of funds legally available for such payments.
ARTICLE VII
CORPORATE FINANCE
Section 1. Corporate Funds. The funds of the Corporation will be deposited in its name with banks or other depositories designated by the Board. All checks, notes, drafts and other negotiable instruments of the Corporation will be signed only by those officers, agents or employees authorized by the Board to sign. No officers, agents or employees of the Corporation, alone or with others, have the power to make any checks, notes, drafts or other negotiable instruments in the name of the Corporation or to bind the Corporation thereby, except as provided in this section.
Section 2. Fiscal Year. The fiscal year of the Corporation will be the 12-month period ending on June 30th, unless otherwise determined by the Board.
Section 3. Loans to Directors and Officers. No loans will be made by the Corporation to its directors or officers.
Section 4. Gifts. The Board, the Executive Committee or any authorized officer, employee or agent of the Corporation may accept on behalf of the Corporation any contribution, gift, bequest or devise for any general or special purpose or purposes of the Corporation in accordance with the Foundation’s gift policy.
Section 5. Income from Corporate Activities. All income from activities of the Corporation will be applied to the maintenance, expansion or operation of the lawful activities of the Corporation.
Section 6. Annual Report. At the annual meeting of the Board, the Chair and Treasurer will present to the Board a report, verified by the Chair and Treasurer, showing in appropriate detail the following:
(a) the assets and liabilities, including the trust funds, of the corporation as of the end of a 12-month fiscal period of the Corporation terminating not more than six months prior to said meeting;
(b) the principal changes in assets and liabilities, including trust funds, during said fiscal period;
(c) the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, during said fiscal period; and
(d) the expenses or disbursements of the Corporation, for both general and restricted purposes, during said fiscal period.
Such report will be filed with the minutes of the annual meeting of the Board.
ARTICLE VIII
AMENDMENTS
Section 1. Procedure for Amending By-Laws. By-laws of the Corporation may be adopted, amended or repealed at any meeting of the Board, upon at least ten days’ written notice, which notice must detail the proposed action, by the vote of a majority of the entire Board.