Belgian American Educational Foundation, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
First: That the name of the corporation is Belgian American Educational Foundation, Inc., that it was originally incorporated under the name of the C.R.B. Educational Foundation, Inc., and that the Certificate of Incorporation of C.R.B. Educational Foundation, Inc. was filed with the Secretary of State of Delaware on January 16, 1920.
Second: That this Restated Certificate of Incorporation was duly proposed by the Executive Committee which is the governing body of the corporation and was duly adopted at a subsequent meeting of the Executive Committee and at a subsequent meeting of the Members in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.
Third: That the Certificate of Incorporation be and hereby is amended to read as follows:
First: The name of this corporation is Belgian American Educational Foundation, Inc.
Second: The location of the principal office and place of business of this corporation in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its resident agent therein and in charge thereof is The Corporation Trust Company, whose address is No. 100 West Tenth Street, Wilmington, Delaware.
Third: The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on are:
(1) To receive and maintain a fund or funds and apply the income and principal thereof to promote a spirit of friendship and understanding between the Belgian and American people, to establish and support a program of graduate education whereby Belgian and American students may be given an opportunity for further study and research in a university or institution of higher learning in the other country, to encourage and finance lectureships in either country, to aid technical schools, institutions of higher learning, libraries, individuals, scientific research and useful publications in either country, and to accomplish the previous objects and purposes by such other agencies and means as shall from time to time be found appropriate therefor:
(2) To take and hold by bequest, devise, gift, purchase or lease, either absolutely or in trust for any of its purposes, any property, real or personal, without limitation as to amount or value; to convey such property and to invest and reinvest any principal, and deal with and expend the income and principal of this corporation in such manner as in the judgment of its members or directors will best promote its objects:
(3) To engage in and conduct any business connected with or incidental to any business, or object or purpose hereinbefore mentioned:
(4) To conduct the whole or any part of the business and operations hereinbefore mentioned in the State of Delaware or in any one or more of the other States or the territories, districts, dependencies or colonial possessions of the United States of America or in any foreign country or countries; and to have one or more offices out of the State of Delaware.
Fourth: This corporation is not for profit and desires to have no capital stock. The conditions of membership are as follows:
(1) The members of this corporation shall consist of the members hereof on the date hereof, together with such new members as shall be elected as herein provided.
(2) New members shall be elected by ballot, either at the annual meeting of this corporation or at a special meeting duly called for that purpose, by vote of a majority of the members attending such meeting in person or by proxy, provided that any such new members be first nominated by the board of directors.
(3) Any individual who shall be elected a director and shall not be a member at the time of election as a director shall automatically become a member by reason of such election.
(4) Any member may withdraw from this corporation by a notice in writing to the President or Secretary.
Fifth: The activities and affairs of this corporation shall be managed by a board of directors. The number of directors which shall constitute the whole board shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws. The directors need not be members at the time of their election unless so required by the by-laws. The board of directors shall be elected by the members on the annual meeting of this corporation to be held on such date as the by-laws may provide, and shall hold office until their successors are respectively elected and qualified. Election of directors need not be by ballot unless requested by a member present at the meeting at which the election is held. The by-laws shall specify the number of directors necessary to constitute a quorum. The board of directors may, by resolution or resolutions, passed by a two-thirds majority of the whole board, designate one or more committees, which to the extent provided in said resolution or resolutions or in the by-laws of this corporation, shall have and may exercise the powers of the board of directors in the management of the activities and affairs of this corporation and may have power to authorize the seal of this corporation to be affixed to all papers which may require it; and such committee or committees shall have such name or names as may be stated in the by-laws of this corporation or as may be determined from time to time by resolution adopted by the board of directors. The directors of this corporation may, if the by-laws so provide, be classified as to term of office. This corporation may elect such officers as the by-laws may specify, who shall, subject to the provisions of the statute, have such titles and exercise such duties as the by-laws may provide. The by-laws of this corporation may be adopted, amended or repealed by a two-thirds vote of the members present in person or by proxy at a meeting duly called and held, provided that any such action be first recommended by a two-thirds vote of the members of the board of directors present and voting at a meeting duly called and held.
This corporation may in its by-laws confer powers upon its board of directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by statute, provided that the board of directors shall not exercise any power or authority conferred herein or by statute exclusively upon the members.
Sixth : Anything contained in this certificate to the contrary notwithstanding, no grants in excess of $1,000,000 shall be made to any corporation, trust, foundation or other institution or legal entity unless approved first by a two-thirds vote of the members of the board of directors present and voting at a meeting duly called and held, and by a two-thirds vote of the members present in person or by proxy at a meeting duly called and held. In applying the $1,000,000 limitation, grants made or payable within five years of each other shall be taken into account.
(a) For the purpose of this Section, the word ‘grant’ shall include any payment of any kind and for any purpose to any corporation, trust, university, foundation, or other institution or legal entity, unless this payment is to be made by this corporation (i) to any university on behalf or to the benefit of any student who has been granted a fellowship by this corporation, or (ii) within the scope of the day-to-day business of this corporation; or (iii) for any investment or reinvestment, dealing or expense of the income and principal of this corporation in such manner as in the judgment of its members or directors will best promote its objects within the scope of asset management.
(b) require a two-thirds vote of both directors and members (at meetings duly called for that purpose) to change the purposes or restrictions placed on any “quasi-endowment” created by the board of directors from a portion of the Corporation’s unrestricted net assets and include to that effect the following additional Section:
In the event that the board of directors determines to earmark a portion of this corporation’s unrestricted net assets for explicitly stated purposes and subject to certain explicitly stated restrictions (which may be referred to as a “quasi-endowment”), no change to such purposes or restrictions of such quasi-endowment may be made unless approved first by a two-thirds vote of the members of the board of directors present and voting at a meeting duly called and held for that purpose and by a two-thirds vote of the members present in person or by proxy at a meeting duly called and held for that purpose.
Seventh : Anything contained in this certificate to the contrary notwithstanding:
(a) This corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
(b) This corporation shall not engage in any act of self-dealing as defined in section 4941 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
(c) This corporation shall not retain any excess business holdings as defined in section 4943 (c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
(d) This corporation shall not make any investments in such manner as to subject it to tax under section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
(e) This corporation shall not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
Eighth : This corporation is to have perpetual existence.
Ninth : The private property of the members shall not be subject to the payment of corporate debts to any extent whatever.
Tenth : To the extent not inconsistent with the provisions of Article seventh hereof:
(1) This corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of this corporation) by reason of the fact that he is or was a director, officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of this corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
(2) This corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of this corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to this corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.
(3) To the extent that a director, officer, employee or agent of this corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sections (1) and (2) of this Article Tenth, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
(4) Any indemnification under sections (1) and (2) of this Article Tenth (unless ordered by a court) shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such sections (1) and (2). Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the members.
(5) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by this corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by this corporation as authorized in this Article Tenth.
(6) The indemnification provided by this Article Tenth shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of members or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(7) This corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not this corporation would have the power to indemnify him against such liability under the provisions of this Article Tenth.
Eleventh : This Certificate of Incorporation may be amended by a two-thirds vote of the members present, in person or by proxy, at a meeting duly called and held, provided that any such amendment shall be first recommended by a two-thirds vote of the members of the board of directors present and voting at a meeting duly called and held.”
In Witness Whereof, said Belgian American Educational Foundation, Inc. has caused its corporate seal to be hereunto affixed and this restated certificate of incorporation to be signed by Clare M. Torrey, its President and attested by Margaret Fennessy, its Secretary, this 23rd day of August, 1971.
BELGIAN AMERICAN EDUCATIONAL FOUNDATION, INC. (corporate seal)
By Clare M. Torrey
President Attested:
By Margaret Fennessy Secretary
State of New York }
County of New York } ss:
Be It Remembered that on this 23rd day of August, 1971, personally came before me, a Notary Public in and for the County and State aforesaid, Clare M.. Torrey, President of Belgian American Educational Foundation, Inc., a corporation of the State of Delaware, and he duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation and the facts stated therein are true; and that the seal affixed to said certificate and attested by the Secretary of said corporation is the common or corporate seal of said corporation.
In Witness Whereof, I have hereunto set my hand and seal of office the day and year aforesaid.
HELEN E. AKINS
Notary Public, State of New York
No. 24-0030784
Qualified in Kings County
Certificate filed in New York County
Commission Expires March 30, 1973
(notarial seal)
Helen E. Akins Notary Public
(seal)
RESTATED BY-LAWS OF BELGIAN AMERICAN EDUCATIONAL FOUNDATION, INC. 2020
ARTICLE I
Corporate Property
section 1.1. Property. All property received by this corporation, whether by gift, bequest, devise or otherwise, shall be used exclusively to promote, carry on and further the activities, objects and purposes set forth in the certificate of incorporation.
ARTICLE II
Members
Section 2.1. Place of Meeting. All meetings of the members of this corporation, whether for the election of directors or otherwise, shall be held at such places, within or without the State of Delaware, as from time to time may be fixed by the board of directors, or as shall be specified or fixed in the respective notice, or waivers of notice thereof, or in the vote of adjournment, as the case may be.
Section 2.2. Annual Meetings. The annual meeting of members beginning in January, 1973, shall be held at such date in the month of January as shall be selected by the board of directors, for the election of directors and the transaction of such other business as may come before the meeting.
Section 2.3. Special Meetings. Special meetings of members may be called at any time by the president, the board of directors, or by persons constituting one quarter or more of the total number of members, at such time and place and for such purposes as shall be stated in the call thereof.
Section 2.4. Notice of Meeting. Except as otherwise required by law, written notice of annual and special meetings of members shall, at least fifteen days before the day on which the meeting is to be held, be given to each member, by delivering such notice to him, personally, or by mailing such notice, postage prepaid, addressed to him at his post office address as registered with this corporation. Such notice shall be given by the secretary or other officer, or by a person designated either by the secretary, or by the person or persons calling the meeting, or by the board of directors.
Section 2.5. Waivers. Anything herein contained to the contrary notwithstanding, if any member shall, in person or by attorney duly authorized, waive notice of any meeting, whether before or after such meeting, notice thereof shall not be required as to him.
Section 2.6. Quorum and Manner of Acting. At all meetings of members, the presence, in person or by proxy duly authorized, of persons constituting a majority of the total number of members shall constitute a quorum for the transaction of business; and, except as otherwise required by statute or by the by-laws, any act approved by the vote of a majority of the members present, in person or by proxy, at a meeting at which a quorum is present shall be the act of the members; but, in the absence of a quorum a majority of the members present in person or by proxy may adjourn the meeting, from time to time, until a quorum shall attend. At any such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 2.7. Proxies. Any member entitled to vote at any meeting may vote by proxy. Proxies shall be in writing and shall be revocable at the will of the members executing the same. Unless the duration of the proxy shall be otherwise specified in the proxy, it shall become invalid upon the expiration of thirty-six months from the date of its execution.
Section 2.8. Removal of Members. Any member may be removed, either with or without cause, at any time, by the vote of a majority of the total number of members, and the vacancy caused by any such removal may be filled by the members at any subsequent meeting.
Section 2.9. Resignations. Any member may resign at any time either by oral tender of resignation at any meeting of the members or by giving written notice thereof to the secretary of this corporation. Such resignation shall take effect at the time specified therefor; and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective.
Section 2.10. Membership Fees. Annual membership fees may be fixed by the board of directors.
ARTICLE III
Board of Directors
Section 3.1. General Powers. All corporate powers shall be vested in and may be exercised by the board of directors of this corporation, except as otherwise expressly provided by law or in the certificate of incorporation or in the by-laws. No director need be a member at the time of election as a director.
Section 3.2. Number, Election and Term of Office. Except as otherwise expressly provided by law or in the certificate of incorporation the number of directors shall be fifteen, at least six of whom shall be Belgian by nationality or by birth. The board of directors shall be divided into three classes. So far as practicable, the directors of any class to be elected in any given year shall be elected at the annual meeting of members in such year, and each director so elected shall hold office until the annual meeting thereof in the third subsequent year and until his respective successor is elected and qualified, unless he sooner dies, resigns, is removed or becomes disqualified, except that, with respect to the first board of directors elected hereunder, one class shall be elected for a one year term, another class for a two year term and the remaining class for a three year term.
Section 3.3. Place of Meeting. Regular and special meetings of the board of directors, or of any committee thereof, may be held either within or without the State of Delaware.
Section 3.4. Organization Meeting. The board of directors shall meet as soon as practicable after the annual election of directors, for the purpose of organization and the transaction of other business. Such organization meeting may be held at any time or place which shall be specified in a notice given as hereinafter provided for special meetings of the board, or in a consent and waiver of notice thereof, signed by all the directors.
Section 3.5. Meetings. The board of directors may, by resolution adopted by vote of a majority of the whole board, from time to time, appoint the time and place for holding meetings of the board, if by it deemed advisable; and such meetings shall thereupon be held at the time and place so appointed, without the giving of any special notice with regard thereto. In case the day appointed for the meeting shall fall on a legal holiday, such meeting shall be held on the next following day, not a legal holiday, at the regular appointed hour. Special meetings of the board of directors shall be held whenever called by the president or any two of the directors.
Section 3.6. Notice of Meeting. Except as otherwise required by law, written notice of special meetings of the board of directors shall, at least fifteen days before the day on which the meeting is to be held, be given to each director, by delivering such notice to him, personally, or by mailing such notice to him, postage prepaid, or by telegraphing such notice to him at his post office address as registered with this corporation. Such notice shall be given by the secretary or other officer, or by a person designated either by the secretary, or by the person or persons calling the meeting, or by the board of directors.
Section 3.7. Waivers. Anything herein contained to the contrary notwithstanding, if any director shall, in person or by attorney duly authorized, waive notice of any meeting, whether before or after such meeting, notice thereof shall not be required as to him.
Section 3.8. Consent of Directors. To the extent permitted by law, any action required or permitted to be taken at any meeting of the board of directors or of any committee may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board of directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board of directors or of such committee.
Section 3.9. Quorum and Manner of Acting. Except as herein otherwise provided, six of the directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, by the certificate of incorporation or by the by-laws, the act of a majority of the directors present at any such meeting at which a quorum is present, shall be the act of the board of directors. In the absence of a quorum, a majority of the directors present may adjourn the meeting, from time to time, until a quorum is present.
Section 3.10. Resignations. Any director may resign at any time either by oral tender of resignation at any meeting of the board of directors or by written notice thereof given to the secretary of this corporation. Such resignation shall take effect at the time specified therefor, and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.11. Removal of Directors. Any director may be removed, either with or without cause, at any time, by the vote of a majority of the total number of members and the vacancy in the board of directors caused by any such removal may be filled by the members at such meeting or at any subsequent meeting.
Section 3.12. Filling of Vacancies Not Caused by Removal. In case of any vacancy caused by death or resignation, the additional director or directors may be elected, or, as the case may be, the vacancy or vacancies may be filled, either (a) by the board of directors at any regular meeting, or at a special meeting called for the purpose, by the affirmative vote of the majority of the directors then in office, or (b) by the members, at a special meeting called for the purpose. Any director elected under this Section 3.12 of the by-laws shall serve only until the next annual meeting of members. In any election held in accordance with this Section 3.12 of the by-laws, the requirements of Section 3.2 of the by-laws shall be fulfilled.
ARTICLE IV
Committees
Section 4.1. Committees. The board of directors may at any time and from time to time, by resolution adopted by a two-thirds majority of the whole board of directors, designate, change the membership of or terminate the existence of any committee or committees, provided that each committee shall consist of three or more persons, at least two of whom shall be directors of this corporation. Each such committee shall have such name and from time to time shall have and may exercise such powers of the board of directors in the management of the business and affairs of this corporation, including the power to authorize the seal of this corporation to be affixed to all papers which may require it, as from time to time may be determined by resolution adopted by a two-thirds majority of the whole board of directors.
Section 4.2. Nominating Committee. There shall be a nominating committee consisting of five members, two of whom shall be Belgian by nationality or birth, to be elected by the board of directors each year at its organizational meeting. It shall be the duty of the nominating committee to make recommendations regarding:
(1) members and directors who are to be elected at the annual meeting of members;
(2) officers and members of elective committees who are to be elected at the organizational meeting of the board of directors next ensuing; and
(3) directors and officers to be chosen to fill vacancies which may occur during the year.
The nominating committee shall, without previous consultation with its nominees, report its recommendations to the members or the board of directors, as the case may be, prior to the meeting at which action with respect to the recommendations to be taken, and shall take further action with reference thereto as the members or the board of directors, as the case may be, shall direct.
Recommendations concerning the board of directors shall comply with the requirements of Section 3.2 of the by-laws.
ARTICLE V
Officers and Agents : ¨Powers and Duties
Section 5.1. Officers. The officers of this corporation shall be a chairman of the board, a president, a secretary, a treasurer, and a comptroller. The board of directors may also elect one or more vice presidents, and such other officers and agents as from time to time may appear to be necessary or advisable in the conduct of the affairs of this corporation. The chairman of the board and the president shall be chosen from among the directors. Two or more offices may be held by the same person, except that the office of president and secretary shall not be held by the same person.
Section 5.2. Term of Office. So far as practicable, all officers shall be elected at the organizational meeting of the board of directors in each year, and each officer shall hold office until the organizational meeting thereof in the next subsequent year and until his successor is chosen, unless he sooner dies, resigns, is removed or becomes disqualified.
Section 5.3. Removal of Elected Officers. Any officer may be removed at any time, either with or without cause, by the affirmative vote of a two-thirds majority of the whole board of directors, at any meeting thereof.
Section 5.4. Vacancies. If any vacancy occurs in any office, the board of directors may elect a successor to fill such vacancy for the remainder of the term.
section 5.5. Chairman of the Board. The chairman of the board shall preside all meetings of the members and directors at which he is present, except as otherwise voted by the board of directors, and shall perform such other duties and exercise such other powers as the board of directors from time to time may determine.
Section 5.6. President. The president shall be the chief executive officer of this corporation and shall have general and active control of its business and affairs, except as may be voted otherwise by the board of directors. The president shall preside at all meetings of the members and directors at which he is present, in the absence of the chairman of the board, and shall be a member, ex officio, of any committee. He shall have general power to appoint and fix (subject to the approval of the board of directors) the compensation of all employees and agents of this corporation whose appointment is not otherwise provided for, to remove and suspend all such employees and agents, and to exercise all of the powers usually appertaining to the office of president of a corporation.
Section 5.7. Secretary. The secretary shall attend to the giving of notice of all meetings of members and of the board of directors, except as herein otherwise provided, and shall keep and attest true records of all proceedings thereat. In his absence from any such meeting, a chosen temporary secretary shall record the proceedings. The secretary shall have charge of the corporate seal and shall have authority to attest any and all instruments or writings to which the same may be affixed and generally shall perform all of the duties usually appertaining to the office of secretary of a corporation.
Section 5.8. Treasurer. The treasurer shall be responsible for the management and safekeeping of all moneys, funds and securities of this corporation and shall deposit or cause to be deposited all funds of this corporation in and with such depositaries as the board of directors from time to time may direct.
At each meeting of the board of directors, the treasurer shall present an account showing in detail the receipts of the property belonging to this corporation and of all disbursements thereof since his last report. He shall not pay any money except in the manner prescribed in the certificate of incorporation and the by-laws or as provided by resolution of the board of directors.
Section 5.9. Comptroller. The comptroller shall keep records of all investments, funds and other assets of this corporation, and shall ascertain that all revenues accruing therefrom are properly deposited to the funds of this corporation. He shall also keep records of all appropriations, budgets, and other authorized expenditures, and shall maintain duly itemized and classified accounts of expenditures made in pursuance thereof.
The comptroller shall determine that all moneys, funds and securities of this corporation are deposited in and with such depositaries as provided by resolution of the board of directors. He shall also determine that disposals of investments or other assets and withdrawals of funds are made only in the manner prescribed by resolution of the board of directors.
The comptroller shall render statements of this corporation’s financial position and operations whenever required to do so by the board of directors or president.
Section 6.0. Additional Duties. In addition to the foregoing especially enumerated duties and powers, the several officers of this corporation shall perform such other duties and exercise such other powers as may be provided in the by-laws, or as the board of directors from time to time may determine, or as may be assigned to them by any competent superior officer.
ARTICLE VI Compensation
Section 6.1. General. The board of directors may make such contracts and employ such agents, servants, brokers and attorneys as it deems necessary or appropriate to the accomplishment of this corporation’s purposes. When authorized by the board of directors, committees appointed pursuant to Section 4 of the by-laws, or the officers of this corporation, may likewise make such contracts or employ such agents, servants, brokers and attorneys. Directors and officers, and firms and corporations in which directors and officers are interested, may be parties to such contracts and may be so employed. Any person, firm or corporation with which this corporation makes any such contract, or which it so employs, may be paid reasonable compensation for performing such contracts or rendering such services; provided, however, that nothing in this section shall be construed to limit the powers which the board of directors, or committees appointed by the board of directors, or the officers of this corporation, would have without this section. No director shall receive any reimbursement for expenditures whatsoever except upon approval of the board of directors.
Section 6.2. Officers. The compensation of all officers of this corporation shall be fixed from time to time by the board of directors.
ARTICLE VII Miscellaneous
Section 7.1. Fiscal Year. The fiscal year of this corporation shall end on August 31 of each year.
Section 7.2. Care of Funds. The treasurer shall deposit the funds of this corporation in such depositaries as may from time to time be designated by resolution of the board of directors. Such deposits of funds shall be made subject to draft only on the signatures of any two of the following persons: president, treasurer, secretary and such director of this corporation as the president shall designate in writing for that purpose.
No loans or other form of credit may be extended by this corporation to any of its officers or directors.
Section 7.3. Grants in Excess of $1,000,000. Anything contained in these by-laws to the contrary notwithstanding, no grants in excess of $1,000,000 shall be made to any trust, foundation or other institution or legal entity unless approved first by a two-thirds vote of the members of the board of directors present and voting at a meeting duly called and held and by a two-thirds vote of the members present in person or by proxy at a meeting duly called and held. In applying the $1,000,000 limitation, grants made or payable within five years of each other shall be taken into account.
For the purpose of this Section, the word ‘grant’ shall include any payment of any kind and for any purpose to any corporation, trust, university, foundation, or other institution or legal entity, unless this payment is to be made by this corporation (i) to any university on behalf or to the benefit of any student who has been granted a fellowship by this corporation, or (ii) within the scope of the day-to-day business of this corporation; or (iii) for any investment or reinvestment, dealing or expense of the income and principal of the corporation is such manner as in the judgment of its members or directors, will best promote its objects within the scope of asset management.
Section 7.4. Use-restricted funds. In the event that the board of directors determines to earmark a portion of this corporation’s unrestricted net assets for explicitly stated purposes and subject to certain explicitly stated restrictions (which may be referred to as a “quasi-endowment”), no change to such purposes or restrictions of such quasi-endowment may be made unless approved first by a two-thirds vote of the members of the board of directors present and voting at a meeting duly called and held for that purpose and by a two-thirds vote of the members present in person or by proxy at a meeting duly called and held for that purpose.
Section 7.5. Seal. The seal of this corporation shall be in such form as from time to time may be adopted by the board of directors.
Section 7.6. Amendments. The by-laws of this corporation may be altered or repealed, in any particular, and new by-laws, not inconsistent with any provision of the certificate of incorporation or any provision of law, may be adopted by a two-thirds vote of the members present in person or by proxy at a meeting duly called and held, provided that any such amendment be first recommended by a two-thirds vote of the members of the board of directors present and voting at a meeting duly called and held. The notice of any such meeting shall include the form of the proposed alteration or repeal or of the proposed new by-laws, or a summary thereof.