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THE BERNARD M. BARUCH
THE CITY UNIVERSITY OF NEW YORK
17 LEXINGTON AVENUE – NEW YORK, N.Y. 10010
OFFICE OF THE PRESIDENT
March 14, 1969
TO: Members of the Board of Directors of Baruch College Fund
FROM: Robert C. Weaver, President
SUBJECT: First Meeting Of Board of Directors Of Baruch College Fund
DATE: Wednesday, March 26, 1969
TIME: 2:00 P.M.
Dr. Weaver's Office
The Baruch College
17 Lexington Avenue - Room 1621.
Dean Samuel F. Thomas
Dear David Newton
Dr. Emanuel Saxe
Dr. Abraham J. Briloff
Mr. Willard Freed-man
Hon. Porter R. Chandler
Chancellor Albert H. Bowker
BARUCH COLLEGE FUND
Report on Funds
From the Office of the Central Treasurer, we received a report which indicated the following:
1. Contributions earmarked specifically for the Emanuel Saxe Distinguished
Chair in Business:
|Baruch School Alumni||22.00|
|Philip L. DeFilese||3,362.35|
|Mr. & Mrs. Perman||200.00|
|City College Fund||11,000.00|
|Baruch School Alumn||1,500.00|
|Arthur Young Foundation||25.00|
|Theodore A. Wilson||25.00|
|Financial Times of London||200.00|
|Class of '34B (via Wallach)||250.00|
|George L. Marks Foundation||600.00|
|Baruch College Student Council||300.00|
|A. J. Briloff (Dow, Jones)||750.00|
2. Oscar Lasdon Fund:
|Cash proceeds, stock sale||927.63|
|Dividends & Interest||270.00|
3. Other gifts whose restrictions, if any, are not shown in the Office of the
|Lillian B. Freedman||25.00|
|Mr. & Mrs. Joe Ende||100.00|
|American Mgt. Assn. (Briloff)||50.00|
|Peter & Esther Mintz||100.00|
|A. J. Briloff||375.00|
|Illinois Society of CPAs (Briloff)||250.00|
|Mr. & Mrs. S. Weintraub||200.00|
|Mr. & Mrs. S. Levinson||100.00|
|Fay L. Brown||100.00|
|A. J. Briloff||100.00|
|Dividends, Transamerica Corp.||14.04|
|Total Account from Page One||$21,329.02|
|Less filing fee for incorporation||25.00|
|Cash Balance ‑ September 4, 1969||$21,304.02|
|4.||Transamerica Stock Carried at 490.00|
|Total in Office of Central Treasurer
September 4, 1969
|5.||Contribution earmarked for Saxe Chair in
Office of College Treasurer:
|Baruch College Alumni Society $500.00||500.00|
|Standard Oil N.J. ) Lasdon Fund Pacific
Gas & Electric Bonds) Purchased a
|1,000 Shares Special Studies, Inc.
Stock at market, Sept. 5th
*These securities are still in the hands of the brokers, Mabon, Nugent & Co., pending instructions on where they should be sent.
**We have not yet received the certificates.
September 9,, 1969
THE BARUCH COLLEGE FUND
BOARD OF TRUSTEES ‑ MEETING ‑ SEPTEMBER 9, 1969
TRUSTEES AS OF SEPTEMBER 9, 1969
Dr. Albert H. Bowker.
Hon. Porter R. Chandler
Mr. Willard Freedman
Dr. David Newton.
Dr. Emanuel Saxe
Dr. Samuel Thomas
Dr. Robert C. Weaver
NOMINEES HAVING SIGNIFIED WILLINGNESS TO SERVE
Dr. Abraham J. Briloff
Mr. Philip DeFliese
Mr. Richard Goldberg
Mr. Morton Kaner
Mr. Oscar Lasdon
Mr. Eli Mason
Mr. Bert Mithcell
Mr. Morris Natelson
Mr. George Weissman
The Baruch College Fund
Table of Contents
Article I – Purposes
Article III – Board of Trustees
Article IV – Officers
Article V – Committees
Article VI – Employees and agents ‑ bonds
Article VII – Funds aid securities a
Article VII – Fiscal year
Article IX – Amendments
Article I – Purposes
The purposes of this corporation are:
a. To Generate, encourage and promote the educational welfare or the std. students of the Baruch College of the City University of New York in their relations with each other, the members of the faculty, the alumni and the community; to do and perform some or all of the following: to contribute funds to establish, maintain, build, improve, furnish, operate and support meeting and recreational rooms, places and building's for the use of students of the said College; to contribute funds to support libraries at and for said College; to contribute funds toward the cost of publishing and distributing pamphlets, leaflets and books published by, and for or under the auspices of the said College; to contribute funds in support of the functioning end operation's of curricular and extra‑curricular activities of the said College and its related and associated agencies;
b. To assist in developing and increasing the facilities of the Baruch Collage to provide more extensive educational opportunities and services to its students, faculties, staffs and alumni, and to the general public bar making and encouraging gifts, grants, contributions and donations of real and personal property to or for the benefit of the Baruch College;
c. To receive. hold, administer and dispose of gifts or grants, and to act without profit as trustee of educational or charitable trusts of benefit to and in keeping with the educational purposes and objectives of the Baruch College;
d. To finance the conduct of studies and research in any and all fields of intellectual inquiry of benefit to and in keeping with the educational purposes and objectives of the Baruch College and /or its constituent schools, arid to enter into contractual relationships appropriate to the purposes of the corporation;
e. To grant and/or administer scholarships and fellowships and to engage in experimental educational activities and research projects.
Article II – Membership
Section 1. Membership defined. Any person who makes a contribution in cash or other property which is accepted by the corporation shall be a member of this corporation.
Section 2. Meetings of Membership
a. Annual Meeting. The annual meeting of the membership shall be held in June or each year at a time and place designated by the Board of Trustees.
b. Special Meeting. Special meetings of the membership shill be held at any time upon the written request of twenty five members, who are all eligible to vote at the time of the submission of the request, addressed to the corporation.
c. Notices. Written notices of any regular or special meeting shall be mailed at least twenty days before the stated date of the meeting to all members eligible to vote as defined in paragraph "e" of this section.
d. Quorum. One third of the total number of members who are eligible to vote or twenty five members, whichever is less, shall constitute a quorum for the transaction of business at any such meeting.
e. Voting. Only members who have made a contribution between two months and fourteen months prior to any meeting shall be eligible to vote.
Article III ‑ Board of Trustees
Section 1. Management. The affairs, direction and management of this Corporation and the management control and disposition of its property shall be vested in the Board of Trustees, who shall pursue such policies :and principles as shall be in accordance with the provisions of the Certificate, of Incorporation, tine resolution of the Board of Relents chartering this corporation, these By and the laws of the State of New York.
Section 2. Powers. The Board of Trustees shall have and exercise all the powers granted this Corporation from time to time by the Certificate of Incorporation, the Board of Regents and the laws of the State of New York and shall be authorized specifically, in such manner as in the judgment of the Board of Trustees may be deemed advisable;
a. to take, hold, dispose of, and invest any gifts, donations, grants and devises or bequests of any funds, securities tend other property, real or personal, without limit;
b. to purchase, sell, lease, mortgage, manage or administer securities and other property, real or personal) without limit ;
c. to take, hold and administer any funds, securities and other property without limit;
d. to hold as investments any securities and other property, real or personal, transferred to this Corporation and from, time to time to sell and reinvest the proceeds of the same or any part thereof in securities and other property, real or personal;
e. to made absolute, in trust, or conditional grants and gifts of its funds, securities and other property, real or personal, and to make transfers, assignments, conveyances end leases;
f. to deal with and disburse any principal or the income of this corporation;
The enumeration of the foregoing specific Powers shall not be construed by way of limitation of any power that this Corporation shall have and may exercise, and of the full power of the Board of Trustees, as in its judgment will best promote the objects and purposes of this Corporation, to control, manage and dispose of the property of this Corporation.
Section 3. Number. The Board of Trustees shall be composed of twenty five trustees.
Section 4. Election and Term of Office. The seven trustees incorporating this corporation shall elect a hoard of Trustees who shall serve until Jung 30, 1970. Commencing July 1,1970 the Board of Trustees shall be elected as follows:
a. The President of the Baruch College shall be a member of the Board of Trustees during his term of office as President of the Baruch College.
b. The Student Government of the Baruch College shall designate two students as members of the Board of Trustees who shall serve one ,year terms. If there be a Day Session and an Evening Session Student Government, each shall designate one Trustee.
c. The Faculty of the Baruch College shall designate two members of the faculty or the college administration as members of the Board of Trustees who shall serve one year terms.
d. The Baruch College Alumni Association, Inc. Shall designate fiver alumni of the college as members of the Board of Trustees who shall serve one year terms.
e. At the first annual meeting of members to be held in June, 1970, three class of trustees shall be elected by the members. Each class shall consist of five trustees. The first class shall be elected for a one year term, the second class for a two year term and the third class for a three year term. At each annual meeting of the membership thereafter trustees shall be elected to succeed those trustees whose terms expire.
Section 6. Vacancies. IN cases of any vacancy on the Board, a majority of the remaining trustees may fill such vacancy until a successor is designated pursuant to the provisions of section 4 above.
Section 6. Honorary Trustees. The Board of Trustees shall have the power to elect Honorary Trustees for a term of three years who shall have all the powers and privileges of a trustee except the right to vote.
Section 7. Meetings.
a. Time and Place. Meetings of the Board of Trustees shall be held at least quarterly at such time and place as the Board shall from time to time designate or as may be specified in the notice of meeting.
b. Regular Meetings. Regular meetings shall be held as provided in section 7 (a). One regular meeting shall be held not less then thirty days subsequent to the annual meeting of the membership for the purpose of organization election of officers and the transaction of such other business as may properly come before it.
c. Special meetings. Special meetings of the Board shall be held at anytime upon the call of the President, or the Board, or upon the written request of five trustees.
d. Notices. Written notice of any regular or special meeting shall be mailed at least ten days before the stated date of the meeting such notice may be waived in written by all members of the board
e. Quorum. One third of the members of the Board then in office shall constitute a quorum for the transaction of business at that meeting provided notice of such business of is stated in the notice of such meeting. One half of the members of the Board then in office shall constitute a quorum for the transaction of all other business at that meeting.
Section 8. Action on Written Approval. When any action or transaction is approved and adopted in writing, signed by all of the trustees holding office at the time of the respective action or transaction, then such writing shall be become a part of the minutes of the Corporation, and such action or transaction shall be fully authorized and adopted with the same force and effect as if authorized at the duly held meeting of the Board of Trustees.
Section 9. Removal from Office. Any trustee may be removed from office, with or without cause, by a two thirds vote of the trustees when in office at a special meeting called for that purpose.
Section 10. Compensation and Reimbursement. No compensation shall be payable to any person for this services as a trustee except that each trustee shall be reimbursed for expenses actually incurred by him in performance of his duties on behalf of the corporation.
Article IV - Officers
Section 1. Designation and Election. At the first regular meeting of the Board held after each annual meeting of the membership, the Board shall elect by ballot a President two vice Presidents, a Secretary and a Treasurer, and it may elect such other officers as the By-laws or the Board shall from time to time provide. Only members of the Board shall be eligible for election as officers.
Section 2. Term of Office. Each officer shall serve at the pleasure of the Board for a period of one year or until the election of his successor.
Section 3. Vacancies. Whenever any officer shall become vacant it may be filled to the expiration of the term by the Board at a regular or special meeting. The Executive Committee may fill any vacancy until the Board shall act.
Section 4. Powers and Duties.
a. President. The President shall be the chief executive officer of this Corporations and shall have the responsibility for the active management of the business affairs of this Corporation, and shall preside at all meetings pings of the members of the Corporation, of the Board of Trustees and of the Executive Committee and shall perform such other duties as may be prescribed for him by the Board of Trustees or the Executive Committee.
b. Vice Presidents. The Vice Presidents shall perform such duties as shill be prescribed from time to, time by the Board of Trustees or true Executive Committee and in the order of ‑heir seniority shall, in the absence or disability of the President, perform the duties and exercise the powers of the President.
c. Treasurer. The Treasurer, subject to such regulations as may from time to
time be promulgated by the Board of Trustees or the executive Committee shall
hive the care and custody of the finds, securities, property and other assets
of the Corporation. He shall deposit the Funds to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board or the Executive
Committee stall design and shall, subject to the direction of the Board or the
Executive Committee, disburse the same, taking proper vouchers for such disbursements.
He shall keep accurate books us recording therein the amounts of all moneys,
securities, properties and assets, showing at all times the amounts thereof
received by the Corporation, the amounts, wherever located belonging to the
Corporation, and showing the amount of disbursements made and the disposition
of property. He shall exhibit the said books and records when required by the
Board or the executive Committee. He shall render to the Board, whenever it
may require it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation and shall, at least ten days before the annual
meeting of the membership, submit a report of the property, the receipts and
disbursements of the Corporation and of the financial condition of the Corporation.
d. Secretary. The Secretary shall keep all records of the proceedings of the corporation of the Board of Trustees of the Executive Committee and of all other committees as required. He shall have the custody of the books, records and seal of the corporation. He shall keep a register of all members and shall perform such other duties as may be assigned to him by the Board, the Executive Committee or the President.
Section 6. Removal ‑From Office. An office may be removed from office with or without cause by a majority vote of the members of the Board of Trustees present at a special meeting called for that purpose.
Section 6. Compensation and Reimbursement No compensation shall be payable to any person for his services as an officer of this corporation except that an officer shall be reimbursed for expenses actually incurred by him in performance of his duties on behalf of the corporation.
Article V – Committees
Section 1. Standing Committees.
a. Executive Committee. The Executive Committee shall consist of the officers .end additional trustees appointed by the President to bring its total membership to nine. The Executive Committee shall have and may exercise all the powers of the Board of Trustees when the Board is not in session, except such powers, if any which the Board may specifically reserve to itself , or as it may specifically assign to arty other committee or officer of the Corporation. The President shall be chairman of the Executive Committee.
b. Campaign Committee. The Campaign Committee shall have the responsibility for supervising the planning and execution of all fund raising activities carried on by the Corporation.
c. Finance Committee. The Finance Committee shall supervise the investment of all funds owned or held in trust by the Corporation. It shall have the power to act on behalf of the Corporation in the deposit, investment or reinvestment of such Funds. At each meeting of the Board and the Executive Committee this committee shall report any actions taken by the committee since the proceeding meeting of the Board or the Executive Committee.
d. Law Committee. The Law Committee shall be composed of at least three lawyers, each of why shall have been admitted to practice in the courts of the State of New York for at least five years. No changes in these By‑Laws shall be considered until they have been reviewed by this committee. This committee shall advise the Board, the Executive Committee and the officers of the corporation on legal questions affecting the of affairs of the Corporation.
e. Budget Committee The Budget Committee Shall prepare an annual estimate of the prospective receipts and expenditures and shall submit same for the approval of the Board of Trustees and the Executive Committee. The Treasurer shall be a member ex officio of this committee.
f. Liason Committee. The Liason Committee shall maintain contact with the administration of the Baruch a maintain a College and the Baruch College Alumni Association for the purpose of coordinating membership drives, fund raising campaigns and any other areas of mutual concern.
g. Nomination Committee. The Nominating Committee shall nominate at least one candidate, but not necessarily more, nor each office at each election of officers by the Board of Trustees. Its nominations shall be filed with the Secretary not less than fifteen days before the election, The Nominating Committee shall nominate at least one candidate, but not necessarily more, for each vacancy or, the Board of Trustees which is to be filled by the membership at the annual meeting or the membership. Its nominations shall be Filed with the Secretary not less than thirty days before the date of the annul meeting. No member of this committee shall be eligible for election except for a term commencing July 1, 1970. The Nominating Committee shall consist of three trustees elected by the Board until the first annual meeting of the membership. Thereafter, the members shall elect the trustees who shall serve on the Nominating Committee. The trustees elected shall serve for one, two and three year terms respectively.
Section 3. Committee Procedure. Except as otherwise provided herein, all committee shall be appointed by the President who shall designate the chairman. Each committee shall adopt such rules and regulations as may be necessary for the conduct of its business, shall keep records of its proceedings and actions and render periodic reports to the Board of Trustees or the executive Committee.
Article VI ‑ Employees and Agents ‑ Bonds.
In carrying out the purposes for which it is formed it is contemplated that the corporation will act from time, to time , through employees, agents and contractors. The Board or the Executive Committee may require any of its officers, agents, employees or contractors to furnish a surety bond for the faithful performance of duty in such Form as may be satisfactory to the Board or the Executive Committee. The cost of such bond shall be paid by the corporation.
Article VII – Funds and Securities.
The funds of the Corporation shall be deposited to the credit of the Corporation in such banks or trust companies or other depositaries and shall be withdrawn in such manner as man from time to time be designated by resolution of the Board of Trustees or the Executive evidence of its property may be keep or deposited under such safeguards as the Board shall designate. The securities of the Corporation may be endorsed for transfer by such officers of the Corporation or such other person as shall be designated by resolution of the Board or the Executive Committee. All contracts of the Corporation involving either real property or personal property shall be signed on behalf of the Corporation by such officers of the Corporation or such other person as shall be designated by resolution of the Board or the Executive Committee.
Article VIII – Fiscal Year.
The fiscal year of this Corporation shall begin on July 1st.
Article IX – Amendments.
These By-laws may be amended at annual or special meeting of the membership by a majority of members present in person or by a vote of two thirds of the Trustees present at a regular or special meeting of the Board of Trustees provided in each instance the text of the proposed amendment has been stated in the notice of the membership or Board meeting.
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