New York Laws
Part 1 - General Organization
226 - Powers of Trustees of Institutions.

§ 226. Powers of trustees of institutions. The trustees of every
corporation created by the regents, unless otherwise provided by law or
by its charter, may:

1. Number and quorum. Fix the term of office and number of trustees,
which shall not exceed twenty-five, nor be less than five. If any
institution has more than five trustees, the body that elects, by a
two-thirds vote after notice of the proposed action in the call for a
meeting, may reduce the number to not less than five by abolishing the
office of any trustee which is vacant and filing in the regents' office
a certified copy of the action. A majority of the whole number shall be
a quorum.

2. Executive committee. Elect an executive committee of not less than
five, who, in intervals between meetings of the trustees, may transact
such business of the corporation as the trustees may authorize, except
to grant degrees or to make removals from office.

3. Meetings and seniority. Meet on their own adjournment or when
required by their by-laws, and as often as they shall be summoned by
their chairman, or in his absense by the senior trustee, on written
request of three trustees. Seniority shall be according to the order in
which the trustees are named in the charter or subsequently elected.
Notice of the time and place of every meeting shall be mailed not less
than five nor more than ten days before the meeting to the usual address
of every trustee.

4. Vacancies and elections; removals by board of regents. Fill any
vacancy occurring in the office of any trustee by electing another for
the unexpired term; provided, however, that where trustees are elected
by the legal voters the person so appointed to fill any such vacancy
shall hold office until the next annual election of trustees. The office
of any trustee shall become vacant on his death, resignation, refusal to
act, removal from office, expiration of his term, or any other cause
specified in the charter. If any trustee shall fail to attend three
consecutive meetings without excuse accepted as satisfactory by the
trustees, he shall be deemed to have resigned, and the vacancy shall be
filled. Any vacancy in the office of trustee continuing for more than
one year, or any vacancy reducing the number of trustees to less than
two-thirds of the full number may be filled by the regents. The regents
may remove any trustee of a corporation created by them for misconduct,
incapacity, neglect of duty, or where it appears to the satisfaction of
the regents that the corporation has failed or refuses to carry into
effect its educational purposes. A hearing in the proceeding for the
removal of such trustees shall be had before the board of regents or a
committee thereof and the trustees shall be given at least ten days'
notice of the time and place of such hearing. In case of removal the
regents may appoint successors to the trustees so removed. The
provisions of this section as to removal and filling of vacancies in
trustees shall not apply to corporations now or hereafter established
and maintained by a religious denomination, order or sect. No person
shall be ineligible as a trustee by reason of sex.

5. Property holding. Take and hold by gift, grant, devise or bequest
in their own right or in trust for any purpose comprised in the objects
of the corporation, such additional real and personal property, beyond
such as shall be authorized by their charter or by special or general
statute, as the regents shall authorize within one year after the
delivery of the instrument or probate of the will, giving, granting,
devising or bequeathing such property, and such authority given by the
regents shall make any such gift, grant, devise or bequest operative and
valid in law. Any grant, devise or bequest shall be equally valid

whether made in the corporate name or to the trustees of a corporation,
and powers given to the trustees shall be powers of the corporation.

6. Control of property. a. Buy, sell, mortgage, let and otherwise use
and dispose of its property as they shall deem for the best interests of
the institution; and also to lend or deposit, or to receive as a gift,
or on loan or deposit, literary, scientific or other articles,
collections, or property pertaining to their work; and such gifts, loans
or deposits may be made to or with the university or any of its
institutions by any person, or by legal vote of any board of trustees,
corporation, association or school district, and any such transfer of
property, if approved by the regents, shall during its continuance,
transfer responsibility therefor to the institution receiving it, which
shall also be entitled to receive any money, books or other property
from the state or other sources to which said corporation, association
or district would have been entitled but for such transfer.

b. Notwithstanding any other provision of law, prior to the discarding
of used or surplus books or other such reading materials by trustees of
a chartered public or free association library which receives over ten
thousand dollars in state aid, such trustees shall offer to donate such
books or materials to a not-for-profit corporation or political
subdivision located within the area of the library system or offer to
sell such books or materials to the general public. The trustees shall
retain any proceeds received from the sale of such books and materials
for the purpose of maintaining and improving library service within the
system.

7. Officers and employees. Appoint and fix the salaries of such
officers and employees as they shall deem necessary who, unless employed
under special contract, shall hold their offices during the pleasure of
the trustees; but no trustee shall receive compensation as such. The
president or chief executive officer of an association library
corporation shall be elected by the trustees from their own number and
shall be the chairman of the board.

8. Removals and suspensions. Remove or suspend from office by vote of
a majority of the entire board any trustee, officer or employee engaged
under special contract, on examination and due proof of the truth of a
written complaint by any trustee, of misconduct, incapacity or neglect
of duty; provided, that at least one week's previous notice of the
proposed action shall have been given to the accused and to each
trustee.

9. Degrees and credentials. Grant such degrees and honors as are
specifically authorized by their charter, and in testimony thereof give
suitable certificates and diplomas under their seal; and every
certificate and diploma so granted shall entitle the conferee to all
privileges and immunities which by usage or statute are allowed for
similar diplomas of corresponding grade granted by any institution of
learning.

10. Rules. Make all by-laws and rules necessary and proper for the
purposes of the institution and not inconsistent with law or any rule of
the university; but no rule by which more than a majority vote shall be
required for any specified action by the trustees shall be amended,
suspended or repealed by a smaller vote than that required for action
thereunder.

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