By-Laws of The Cortland College Foundation, Inc.
Article I
Name
The Corporation shall be known as the Cortland College Foundation, Inc. (The “Foundation”) with the principal offices located in the City of Cortland, County of Cortland, and the State of New York. The Foundation is a not-for-profit corporation organized and existing pursuant to the Not-For-Profit Corporation Law of the State of New York and the Certificate of Incorporation has been filed in the Secretary of State’s Office.
Article II
Purposes
The purposes of this Foundation, as stated in the Certificate of Incorporation, are:
- A) To receive, hold, administer and distribute funds and property for the encouragement and promotion of education at the State University of New York College at Cortland.
- B) To solicit, take and hold by bequest, gift, grant, purchase; either absolutely or jointly with any other person, persons or corporations, any funds or property, real, personal, tangible or intangible, or any undivided interest therein, without limitation as to amount of value.
- C) To invest, reinvest, sell, convey or otherwise dispose of such funds, property or any part or interest thereof, as, in the judgment of the Board of Directors, that will best promote the interests of the State University of New York College at Cortland or its students without limitation, except such limitation, if any, as may be contained in the instrument under which such property is received.
Article III
Board of Directors
Section 1. Powers and Duties
The Board of Directors (the “Board of Directors” or “Board”) shall, in its discretion, manage and control the property, affairs, concerns, and operations of the Foundation according to the purposes of the Foundation, and may appoint or provide for the election of such employees or agents of the Foundation, as it may deem advisable. Annually, each member of the Board (a "Director") shall execute the Foundation's "Responsibilities and Expectations for Foundation Directors" document, as such may be amended from time to time.
Section 2. Number of Members on the Board of Directors
The Board of Directors shall consist of a maximum of 35 voting members as determined from time to time by vote of a majority of the Board of Directors, provided that no decrease in the number of directors shall shorten the term of any incumbent director.
An officer of the Cortland College Alumni Association, appointed by the President of the Cortland College Alumni Association, shall serve as ex-officio (non-voting) Director of the Foundation.
Directors will be required to disclose any potential conflicts of interest when voting on policy or transactional matters of the Foundation. Directors will be required to sign a conflict of interest statement annually.
SUNY Cortland College Council members are not eligible to serve on the Foundation Board of Directors.
The Vice President for Institutional Advancement (VPIA) and the Vice President for Finance and Management (VPFM) of the State University of New York College at Cortland shall serve as ex-officio (non-voting) Directors.
The President of the State University of New York College at Cortland (College President) shall serve as ex-officio voting Director of the Foundation. The College President may serve on any Committee of the Foundation or any affiliate. In the event an Interim College President is appointed by the State University of New York Board of Trustees such Interim College President shall deemed to be the College President for purposes of these By-Laws.
Section 3. Election and Terms of Office
All members of the Board of Directors, with the exception of ex-officio Directors as stated in Article III Section 2 of these By-Laws, shall be elected as provided in this section. Directors shall be elected at any meeting of the Board for an initial term not to exceed three years. Upon the expiration of a term, a Director may be re-elected by an affirmative vote of a majority of the voting members of the Board of Directors present at any regular or special meeting of said Board. In case of any vacancy in the Board of Directors through death, disability, resignation, removal or other cause, a successor shall be elected by an affirmative vote of a majority of the remaining voting members at any regular or special meeting of the Board of Directors.
Current or former Directors may request Emeritus Status. Emeritus Status may be granted by the Board based upon the following qualifications, which may include, but not be limited to: past attendance at Board meetings; active service to the Board and its committees, and financial commitment to Foundation activities. Those serving in Emeritus Status may attend Committee meetings and Foundation Board meetings and activities, but shall be non-voting members.
Section 4. Officers of the Board of Directors
Prior to the start of each new Fiscal Year (as such term is hereafter defined in Article VI, Section I of these By-Laws), the voting members of the Board shall elect a Chairperson, Vice-Chairperson, Treasurer, and Secretary of the Board, (collectively, the “Officers”) each for a term of one year. The Chairperson shall preside at all meetings of the Board and shall in the intervals between meetings of the Board, transact such business of the Foundation as the Board may authorize. The Vice-Chairperson shall perform the functions of the Chairperson in the event of the absence or disability of the Chairperson. The Treasurer shall monitor financial records of the Foundation and offer advice on record-keeping policies and procedures to Foundation staff responsible for maintaining financial records. The Treasurer will also serve as Chairperson of the Finance Committee and perform such other duties as requested by the Chairperson. The Secretary will provide staff oversight to official minutes of the Board and other matters of correspondence as requested by the Chairperson.
By Foundation resolution, the Board of Directors may elect and appoint such other officers within its membership for such purpose and term of office, as it deems appropriate. The Officers of the Board of Directors may be elected for a maximum of three successive one-year terms to the same office of the Board.
Section 5. Resignation, Removal or Suspension
Any member of the Board of Directors may resign by delivering their written resignation to the Chairperson of the Board of Directors. Any member of the Board of Directors who has failed to meet the requirements of membership, as outlined in the Cortland College Foundation Board of Directors Position Description, may be removed or suspended by an affirmative vote of a majority of the voting members of the Board at any meeting of the Board called for the purpose of deciding on such removal or suspension.
Section 6. Compensation
No member of the Board of Directors shall receive any compensation from the Foundation for services performed as a member of the Board, but may be reimbursed by the Foundation for reasonable expenses incurred in the performance of official duties.
Section 7. Executive Committee
The Executive Committee of the Foundation shall include the Chairperson, Vice Chairperson, Treasurer, Secretary, Immediate Past Chairperson, and VPIA, and the Chairpersons of the Standing Committees of the Foundation. The Executive Committee shall convene as necessary at the request of the Chairperson or VPIA and shall have the authority to act on behalf of the full Board of Directors between regular meetings of the Board. Notice of meetings of the Executive Committee (including agenda) shall be provided to the full Board of Directors in a timely fashion. All members of the Board of Directors are always welcome to attend Executive Committee meetings. The Committee shall not have authority to act on the following:
- a) The election of Officers;
- b) The filling of vacancies or dismissal of members of the Board of Directors;
- c) The amendment or repeal of these By-Laws, the Certificate of Incorporation or the adoption of new By-Laws;
- d) The amendment or repeal of any resolution of the Board of Directors, which by its terms shall not be so amendable or repealable.
The Executive Committee shall report its activities to the full Board of Directors no later than at the next scheduled meeting of the full Board. Quorum for Executive Committee meetings shall be a simple majority of Executive Committee members. Determination of quorum shall be made by counting members present or participating by teleconference.
Section 8. Standing Committees
Standing Committees of the Foundation shall include:
Nominating Committee - Nominates Directors and Officers.
Governance and By-Laws Committee - Reviews and updates corporate governance practices and By-Laws.
Development Committee – Assists in generating private support.
Finance and Audit Committee – Formulates and monitors financial goals and investment policies and makes recommendations to the Board of Directors. Directors who are members of the Audit Committee shall review the annual audit and make recommendations, if any, for necessary corrective action.
The Chairperson of the Board shall solicit Directors’ interest in serving on Standing Committees; appoint Directors to each Committee and appoint a Chairperson of each Committee annually. Directors are always welcome to attend any Standing Committee meeting.
Each Standing Committee shall choose a Vice Chairperson to serve in the absence of the Committee Chairperson.
By resolution, the Board of Directors may create or dissolve committees of the Board.
Section 9. Meetings
The regular meetings of the Board of Directors shall be held four times each Fiscal Year, with other meetings to be held as the Board may so determine. Prior to the start of each Fiscal Year, the Chairperson and Executive Committee members will develop a schedule of meetings for the coming year. Special meetings of the Board of Directors may be called at any time by the Chairperson or the Vice President for Institutional Advancement when the work of the Foundation requires it.
Section 10. Quorum
A simple majority of the Board of Directors shall constitute a quorum and a majority vote of directors physically present or participating via teleconference shall be necessary to pass any measure.
Special meetings only of the Board of Directors as called pursuant to SECTION 10 of these By-Laws may allow for electronic voting of Directors and such electronic votes shall be considered the same as participating via teleconference for quorum and majority vote purposes.
Section 11. Whistleblower Policy
The Board of Directors shall adopt a whistleblower policy, which policy may be amended as necessary by the Board.
Article IV
Administrative Staff
Section 1. Duties and Responsibilities
The VPIA shall oversee the day-to-day activities of the Foundation. The VPIA shall sign and execute in the name and on the behalf of the Foundation all agreements, deeds, conveyances, checks, drafts, and other documents required to be executed by the Foundation, necessary or proper to its operations, consistent with the actions taken by the Board of Directors. The VPIA shall be in charge of and supervise the work of all administrative and clerical employees of the Foundation, and to the extent not otherwise prescribed by the Board of Directors, shall prescribe their functions, duties and responsibilities. The VPIA shall employ, in the name and on behalf of the Foundation, such persons as the Board of Directors shall request be employed. The VPIA shall attend, prepare agenda for and insure minutes of all meetings of the Board of Directors are taken unless otherwise directed by the Chairperson of the Board, and shall distribute copies of the minutes of each meeting of the Board of Directors to all members of the Board after each such meeting. The VPIA shall duly notify all members of the Board of Directors of each meeting of such Board, except that if unable to do so, any two Directors may give such notice. The VPIA shall perform such duties for the committees of the Board of Directors as the Chairperson of the Board directs. The VPIA shall exercise such other powers and perform such other duties as the Board of Directors may direct or as are reasonably incidental to the office.
Section 4. Certifications
The VPIA shall have custody of the seal of the Foundation and shall, when necessary, attest to the official acts of the Board of Directors or any committee thereof, and of any officer of the Foundation.
Section 5. Reports
The VPIA shall prepare an Annual Report for the Board of Directors on programs and activities of the Foundation after the end of each Fiscal Year as well as other such intermediate financial reports at each Board meeting and as the Board may request.
Section 6. Advisement
Prior to the appointment or termination of the VPIA, the College President will advise the Executive Committee.
Section 7. Vacancy
In case of a vacancy in the office of the VPIA, or the VPIA's inability to act, the College President shall appoint an individual to exercise the powers and duties of the VPIA on an interim basis.
Article V
Surety Bonds and Indemnification
Section 1. Surety Bonds
The Board of Directors may require all Officers and employees of the Foundation who administer Foundation funds to furnish adequate surety bonds approved by the Board of Directors as to form and coverage. The cost of all surety bonds so required shall be paid by the Foundation. Such bonds shall be filed with the VPIA.
Section 2. Indemnification
Any person made a party to any action, suit or proceeding by reason of the fact that they are or were a Director, officer or employee of the Foundation or of any organization which they served as such at the request of the Foundation, shall be indemnified and held harmless by the Foundation against damages and reasonable expenses, including attorney’s fees, actually and necessarily incurred by them or in connection with the defense of such action, suit or proceedings or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director, officer or employee is liable for gross negligence or misconduct in the performance of their powers or duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director, officer or employee may be entitled.
Article VI
Finances
Section 1. Fiscal Year
This fiscal year of the Foundation shall commence on July 1 and end on the immediately succeeding June 30 (the “Fiscal Year”).
Section 2. Funds
The funds of the Foundation shall be invested or deposited in such bank or banks, or with investment firms, in such types of accounts and subject to such deposit and withdrawal procedures as approved by the Board of Directors by resolution.
Section 3. Records and Accounts
The VPIA shall cause financial records and accounts of the Foundation to be kept in such form as he or she shall deem advisable, consistent with generally accepted accounting principles, and shall submit an annual financial report and such other intermediate financial reports as the Board shall direct. All financial records and accounts of the Foundation shall be open to inspection by any Director at any reasonable time.
Section 4. Annual Budget
Prior to the start of each new Fiscal Year, the VPIA shall prepare and submit to the Board of Directors for their approval a proposed annual budget for the ensuing Fiscal Year.
Section 5. Audit
The financial records and accounts of the Foundation shall be audited annually by a certified public accountant or firm thereof designated for that purpose. Upon receipt and after review of the audit the Board of Directors shall vote to determine whether to accept the audit. In the event the auditor determines deficiencies exist the Board of Directors shall implement a corrective action plan to remedy any deficiencies.
Section 6. Securities
The securities of the Foundation shall be deposited with such banks, investment firms, or other depositories and in such types of accounts as may be designated by the Board of Directors.
Section 7. Financial Agent
The Board of Directors may appoint a financial agent or agents to represent and advise the Foundation regarding the investment of funds.
Section 8. Prohibitive Activities
No Foundation funds will be used for lobbying activities and any activities which may be considered lobbying will be reported to System Administration in advance for review and approval by the Office of the Vice Chancellor and Secretary of the University.
The Foundation will not engage in any of the following prohibited actions: Supporting or opposing either directly or indirectly any candidate for public office; Donating or contributing to a candidate’s campaign; Participating or engaging in political fundraising activities or otherwise soliciting contributions to a candidate’s campaign; Distributing statements for or against a particular candidate; and engaging in any other activity that may favor or oppose a candidate. This prohibition does not preclude individual Foundation Board members from contributing money, time and resources to political activities and candidates.
Article VII
Rules of Order
The rules of parliamentary procedure as set forth in Roberts Rules of Order, latest edition, shall govern all meetings of the Board of Directors and Committees except as otherwise provided in the Articles of Incorporation and By-Laws.
Article VIII
Amendments
These By-Laws may be amended by the Board of Directors by a two-thirds vote of the members of the Board of Directors present or participating via teleconference and voting at any regular or special meeting of the Board at which a quorum is present, provided that notice of the character of the proposed amendment shall have been given to the Board of Directors at least 10 days prior to the meeting at which such amendment or repeal is voted on.
Article IX
Dissolution
In the event of dissolution of the Foundation, all existing assets of the Foundation shall, subject to the discharge of valid obligations and to applicable provisions of the Not-For-Profit Corporation Law of the State of New York, be distributed to SUNY Cortland or another SUNY Cortland approved entity organized for similar purposes.
Revised and approved 9/22/23