N.Y. Education Law § 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.