Chapter Two: The Board of Trustees

§2-02.01 - Membership
The persons named in the Original Charter and their respective successors who shall be elected from time to time shall constitute the Board of Trustees of the University (the “Board”).

§2-02.02 - Number of Trustees
There shall be no more than forty (40) nor less than five (5) members of the Board. As used in these By-laws, the phrase “Entire Board” means the number of Trustees within the range provided in this paragraph that were elected as of the most recently held election of Trustees. There shall be no ex officio members of the Board except the President of the University (the “President”) who shall be an ex officio voting member of the Board.

§2-02.03 - Qualifications of Trustees
In order to be elected as a Trustee, candidates must be at least 18 years of age but not more than 75 years of age. They must demonstrate a strong and serious commitment to furthering the work of the University and its mission, along with a willingness to devote the time and effort to fulfill the duties of Trustees. Candidates must possess relevant experience, strong intellectual ability and also must be of sound character and good judgment. All candidates must agree to adhere to the Board’s Statement of Expectations and the University Code of Conduct.

§2-02.04 - Term of Office
The term of office of each Trustee shall be four (4) years in duration or until his/her successor is duly elected and qualified. The elected Trustees are divided into four (4) groups of approximately equal size solely for the purpose of fixing terms of office of the Trustees, and the term of office of only one such group of the Trustees shall expire each year.

§2-02.05 - Election of Trustees
At the annual meeting for the election of Trustees, the Trustees shall elect, by majority vote of the Entire Board, as many Trustees as necessary to fill any vacancies, including vacancies created by the expiration of the terms of the Trustees whose terms of office expire in that year. Each Trustee so elected shall commence his/her term on July 1, next following his/her election and serve for a period of four (4) years, and shall be eligible for re-election for one (1) additional four (4) year term.

§2-02.06 - Vacancies
If any Trustee shall die, resign, or be unable or unwilling to act in such capacity, a vacancy on the Board shall exist. At any such time, the remaining Trustees, by a majority vote at a regular or special meeting, may elect a successor to fill such vacancy for the unexpired portion of such term; provided that, the remaining Trustees shall have the option, in their sole discretion, to leave such vacancy unfilled until the Board determines to elect a successor.

§2-02.07 - Re-election of Trustees
No elected Trustee, who has served for two (2) consecutive four (4) year terms, shall be eligible for re-election until one (1) full year shall have elapsed since the expiration of his/her last term. In the event, however, that a Trustee at the expiration of two or more consecutive terms is serving as Chair or has been recommended for the office of Chair or Chair-Elect by the Committee designated with such responsibility by the Board then, notwithstanding the foregoing provision of this Section of these By-laws, said Trustee shall be eligible for re-election for an additional consecutive four (4) year term without any lapse of time since the expiration of his/her term. Any Trustee first appointed to the Board to fill the unexpired term of another Trustee shall be eligible to serve two (2) additional consecutive four (4) year terms. No Trustee shall be eligible for election or re-election to the Board after having attained the age of seventy-five (75) years. A Trustee who attains the age of seventy-five (75) years while serving a term to which he/she was elected shall retain his/her status as a Trustee until the expiration of such term.

§2-02.08 - Resignation and Removal of Trustees
Any Trustee may resign his/her office at any time by mailing or otherwise delivering a written resignation to the Chair or to the Secretary. Unless otherwise stated in such notice of resignation, the acceptance thereof shall not be necessary to make it effective: and such resignation shall take effect at the time specified therein or, in the absence of such specification, it shall take effect upon the receipt thereof. Any Trustee may be removed from the Board, with or without cause, by a two- thirds vote of the Entire Board. At least one week’s previous notice of the proposed removal of any such Trustee shall be given to such Trustee and to each of the other Trustees. In accordance with §226 of the Education Law of the State of New York, a Trustee who fails to attend three (3) consecutive meetings without an acceptable excuse is deemed to have resigned. Any vacancy created on the Board due to a resignation, removal or deemed resignation under this Section 8 shall be filled in accordance with §2-02.06 of these By-laws.

§2-02.09 - Trustees Emeriti/ae
The Board may designate Trustees Emeriti/ae and may revoke any such designation. To be eligible for such designation, an individual must have provided distinguished and meritorious service as a Trustee, provided outstanding leadership to the Board and made exceptional contributions over a period of years. A Trustee Emeritus/a shall enjoy all the privileges of a Trustee except the right to vote at meetings of the Board and its Committees, to hold office and to be a member of Committees required to be made up exclusively of Trustees. Further, a Trustee Emeritus/a shall not be included in determining the number of Trustees constituting the Entire Board for purposes of determining a quorum of the Board.

§2-02.10 - Trustee Fellows
The Board may designate Trustee Fellows from among former Trustees of the University and may revoke such designation. While Trustee Fellows do not participate in Board or Committee meetings, they will be invited, along with the Trustees, to key University events, including the University Commencement, and will be provided periodic updates from the University. The term of office for Trustee Fellows is four (4) years and is renewable.

§2-02.11 - Conflicts of Interest; Related Party Transactions
Trustees must disclose any potential conflicts of interest prior to a vote on policy or transaction matters of the University and comply with the University’s Conflict of Interest Policy. Trustees will be required to sign a conflict of interest statement annually. The University shall not enter into a transaction with a “Related Party”, as that term is defined in the University’s Conflict of Interest Policy, until all of the requirements set forth in the University’s Conflict of Interest Policy for approving a transaction with a Related Party have been satisfied.

§2-02.12 - Indemnification
To the extent permitted by the New York Not-for-Profit Corporation Law, specifically Sections 722 and 723, the University shall indemnify its Officers and Trustees of and from criminal and civil liability, including the payment of defense costs; provided that the University shall not indemnify any Officer or Trustee whose liability is the result of gross negligence or intentional misconduct, and the University shall not pay any defense costs for any such person. The University may purchase insurance for the purposes set forth in this Section of these By-laws.