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Chapter Four: Powers and Duties of the Board

§2-04.01 - Powers and Authority of the Board
The Board shall set the University's policies and mission, and manage the University's business, affairs and activities. The Board may exercise all such powers of the University and do all such lawful acts and things as are not prohibited by the laws of the State of New York, the Charter, and the By-laws. The Board shall exercise ultimate authority over all acts of the University, and the Board shall have general plenary authority over the affairs of the University, determining governance policies and all other discretionary, non-ministerial questions facing the University.

§2-04.02 - Duties of the Board
The Board shall be responsible for directing and managing the business and affairs of the University, and shall be the final authority over all other matters involving the University and, consistent therewith, shall take any actions customarily assumed by the board of trustees of a university and authorized by the law. By way of example and without limiting the Board's broad governance authority, specific duties of the Board shall include:

  1. electing and removing the President and remaining Officers of the University, including but not limited to the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Provost and any Vice Presidents, in accordance with Chapter Eight of these By-laws;
  2. concurring in the appointment of a dean of any school or college and in the appointment of a director of any major institute of the University;
  3. approving any amendment to the Charter and authorizing the Officers of the University to seek an amendment to the Charter through the University of the State of New York;
  4. approving any changes to the Mission Statement of the University, having participated in the development and review of such changes;
  5. approving all major changes in the educational policies and programs of the University;
  6. approving the establishment or termination of any school or college or major institute of the University;
  7. approving the granting of all degrees in course and of all honorary degrees;
  8. approving the granting of academic tenure, or authorizing the President to grant tenure, to full-time members of the faculty;
  9. approving any changes in tuition and fees within the University;
  10. approving the budget of the University, which shall be submitted to the Board by the Treasurer with the recommendation of the President;
  11. approving the incurrence of any debt by the University and the granting of any security interest to secure such debt in the form of a mortgage or pledge of real and/or personal property, tangible and intangible, presently owned or hereafter acquired by the University; provided that the Board shall not be required to approve debt of the University incurred in a transaction entered into in the ordinary course of the University's business activities;
  12. authorizing the sale or purchase of land or buildings for the use of the University, or authorizing the lease of land or buildings for the use of the University that results in an obligation for the University to make aggregate lease payments in excess of Five Million Dollars ($5,000,000) or commits the University to a term in excess of five (5) years;
  13. authorizing the construction of buildings and major renovations;
  14. approving a Compensation Committee Charter which shall outline the responsibilities and authority of the Compensation Committee with respect to establishing reasonable compensation for "disqualified persons" as defined in the Internal Revenue Code, and approving, and where appropriate authorizing, compensation for faculty, administrators and non-union employees in accordance with subparagraph (j);
  15. approving any contract with bargaining agents for employees of the University respecting wages, hours and other conditions affecting employment;
  16. approving and promoting major fund-raising campaigns of the University;
  17. approving a Gift Acceptance Policy for the University;
  18. approving and amending an Investment Policy which provides guidelines and objectives for the investment of the University's funds, provides guidelines for the delegation of investment authority and which outlines the responsibilities and duties of the Finance and Investment Committee;
  19. approving and amending a Conflict of Interest Policy that complies with New York Not-for-Profit Corporation Law ("NPCL") and provides procedures for addressing conflict of interest situations and for reviewing transactions with related persons;
  20. approving and amending a Whistleblower Policy that complies with the NPCL and provides procedures for individuals to report suspected improper activity with protection from retaliation;
  21. approving and amending an Indemnification Policy that will provide indemnification for the University's Trustees and Officers, in accordance with the NPCL, and for the University to purchase Director and Officer Insurance, and that can only be amended in the same manner as these By-laws;
  22. approving all major changes in the University's athletics program and providing oversight of athletics through the appropriate Committee of the Board;
  23. creating and constituting such Committees of the Board and Committees of the University as the Board may from time to time deem necessary or convenient for efficient exercise of its powers and function;
  24. authorizing the establishment and approving the constitution of any official senate, council, committee, board or other organization of administrative officials or members of the faculty or the student body of the University; and
  25. approving, amending and interpreting the governing documents of the University, including rules and regulations for the orderly governance of the University and procedures for the enforcement of the same.