BY-LAWS OF THE RENSSELAER NEWMAN FOUNDATION
(AMENDED OCTOBER 2, 1998 and October 22, 2004)
ARTICLE I – NAME
The name of the organization is “The Rensselaer Newman Foundation” and its principal office shall be in the City of Troy, County of Rensselaer and State of New York.
ARTICLE II – PURPOSE
The purposes (as stated in the charter approved by the board of Regents of the University of the State of New York) are:
To establish and maintain non-degree courses in theology, philosophy and related subjects.
To foster and provide extracurricular programs for Catholic students attending Rensselaer Polytechnic Institute.
To foster and provide scholarships, fellowships and other student aids. To foster and develop the intellectual and moral life of Catholic Students through religious education, cultural activity and social participation. And, in addition: To provide a facility for religious services and celebrations for all faiths.
To provide through the Chapel and Cultural Center those cultural and spiritual opportunities which complement what is being done elsewhere on campus and on the community.
To provide a meeting place for campus and community related groups.
To offer limited counseling services.
ARTICLE III – BOARD OF TRUSTEES
The affairs of the organization are managed by a Board of Trustees of not less than 6 or more than 25. They are elected upon nomination by the Nominating Committee by a majority vote of the members of the Board present at the annual meeting, which will be the election meeting, to serve a term of three years, and they will be eligible to succeed themselves. The board will be so established that approximately 1/3 of the trustees will be elected each year. Before any elections additional nominations are invited. In the event of the death or resignation of a Trustee the remaining Trustees in Office, upon nomination of the Nominating Committee, may elect a successor who shall hold office for the unexpired term. Any Trustees may be removed either with or without cause, at any time, by vote of a majority of Trustees at any meeting called for that purpose. The following persons are ex-officio members of the board: the resident Catholic Chaplain(s) at Rensselaer Polytechnic Institute, the Chair of the Pastoral Council of the University Parish of Christ Sun of Justice, the President of the Student Organization associated with the chaplaincy at Rensselaer, and the President of Rensselaer Polytechnic Institute or an officer of The Rensselaer Polytechnic Institute designated by the President or other person designated by the President.
In addition to the elected and ex-officio members of the Board, there is a category called Trustees Emeriti to which the Board may from time to time elect members for life, who have given distinguished service to the Foundation. Trustees Emeriti are not to be counted in the number of trustees as designated above, but will be eligible to attend meetings of the Board without voting privileges.
ARTICLE IV – MEETINGS
There is one regular meeting of the Board: the Annual Meeting to be held in the month of October or at such time as the Board may determine. On request of three or more Trustees a special meeting may be called upon ten days notice. Written notice of every meeting of Trustees, stating the purpose or purposes for which the meeting is called, the time when and the place within the State of New York where it is to be held, shall be served, either personally or by mail, upon each Trustee entitled to vote at such meeting and upon each Trustee of record, who by reason of any action proposed at such meeting, would be entitled to be heard.
ARTICLE V – QUORUM
A quorum of Trustees is not less than seven Trustees or a majority of Trustees, whichever number is less.
ARTICLE VI – OFFICERS
The Officers consist of the President, Vice President, Treasurer and Secretary. Each of these shall be elected at the Annual Meeting for a term of one year.
The President shall preside at all meetings of the Trustees; he or she shall have the management of the business of the organization and shall see that all orders and resolutions of the board are carried into effect, and shall appoint both standing and ad hoc committees as well as the chairpersons of each.
The Vice President shall perform the duties and exercise the powers of the President in his or her absence or disability, and shall perform such other duties as the Board of Trustees shall prescribe.
The Secretary shall record all votes and the minutes of all meetings of the board of Trustees and of the Executive Committee in a book kept for that purpose. He or she shall give or cause to be given notice of regular and special meetings of the Board of Trustees and shall perform such other duties as may be prescribed by the Board of Trustees. The Secretary is custodian of the seal of the Foundation which shall be affixed to official documents.
The Treasurer shall have the custody of the organization funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the organization and shall deposit all monies and other valuable effects in the name and to the credit of the organization in such depositories as may be designated by the Board of Trustees. The Treasurer shall disburse the funds of the organization as may be ordered by the Board, taking proper vouchers for such disbursements and shall render to the President and trustees at the regular meeting of the board, or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the organization. The Treasurer shall, if required by the board, give the organization a bond in such sum or sums and with such surety of securities as shall be satisfactory to the Board, conditioned upon the faithful performance of his or her duties and for the restoration to the organization in case of his or her death, resignation, retirement or removal from office of all books, papers, vouchers, money and other property of whatever kind in his or her possession, or under his or her control belonging to the organization. The Treasurer shall prepare an annual budget to be reviewed and approved by the Finance Committee and the Executive Committee prior to the beginning of the fiscal year. The Treasurer shall present the annual budget for formal approval by the Board at the annual meeting.
ARTICLE VII – EXECUTIVE COMMITTEE
The Executive Committee shall consist of the 4 elected officers and 1 additional member of the Board of Trustees plus the Resident Catholic Chaplains. The Committee will meet at least annually on the call of the President and will be chaired by the President. This Committee is elected at the annual meeting. The chairpersons of all standing committees will be invited to attend all meetings of the Executive Committee. The function of the Executive Committee is to review the status of the Organization, to report its actions and bring its recommendations to the Board of Trustees, and to plan the agenda for each Board meeting. This Committee is empowered to conduct the business of the Foundation between board meetings and to call special Board meetings when necessary.
ARTICLE VIII – STANDING COMMITTEES
The following committees and chairperson of each shall be appointed by the President at the annual meeting: building, finance, nominating, personnel.
The Building Committee shall oversee the upkeep and uses of the building, confer with consultants as necessary concerning the building belonging to the Foundation, make recommendation to the Board concerning major changes, and oversee the expenditure of funds provided for building maintenance or improvement.
The Finance Committee shall review and approve the proposed annual budget, and the annual financial report and make recommendation to the Board concerning their acceptance. The Finance Committee shall plan and see that major funding efforts are carried out.
The Nominating Committee shall prepare and present at the Annual Meeting a slate of candidates to fill board vacancies, as well as a slate of officers and members to serve on the Executive Committee.
The Personnel Committee is responsible for setting, reviewing and updating all personnel policies and bringing them to the Board for adoption. The Committee approves all job descriptions, sets salary classifications and ranges, and carries the responsibilities for the appointment, evaluation and termination of all staff.
ARTICLE IX – AMENDMENTS
These By-Laws may be amended by a two-thirds vote of the Members of the Board of Trustees in attendance at any meeting of the board provided that notice of such Amendments shall be stated in the written notice of the meeting.