Governance

ARTICLE II.

OFFICES OF THE FOUNDATION

SECTION 1. The main office and place of business of the Foundation shall be in the Borough of Manhattan, City of New York.

ARTICLE III.

MEMBERS

SECTION 1. The members of the Foundation shall consist of the incorporators and the persons elected from time to time as members of the Board of Managers of the Harvard Club of New York City. Membership in the Foundation shall terminate on the death, resignation or removal of the member or on his ceasing to be a member of such Board of Managers.

SECTION 2. Members may be suspended or expelled from the Foundation by the vote of a majority of the members present at any meeting of members at which a quorum is present, for refusing or failing to comply with the By-laws, or for other good and sufficient cause.

SECTION 3. Members may resign from the Foundation by written declaration, which shall take effect upon the filing thereof with the Secretary.

ARTICLE IV.

MEETINGS OF THE MEMBERS OF THE FOUNDATION

SECTION 1. The Foundation shall hold its annual meeting of members for the election of directors, and for the transaction of such other business as may come before the meeting, in the month of September in each year, at a place within the City of New York, and on a date and at an hour to be specified in the notice of such meeting.

SECTION 2. Special meetings of members shall be called by the Secretary upon the request of the President or a Vice President or of the Board of Directors, or on the written request of one-third of the members.

SECTION 3. Notice of all meetings of members shall be mailed or delivered personally to each member not less than ten nor more than forty days before the meeting.

SECTION 4. At all meetings of members of the Foundation one-third of the members, whether present in person or by proxy, shall constitute a quorum, but less than a quorum shall have power to adjourn from time to time until a quorum be present.

SECTION 5. The members may, by any instrument in writing signed by all of them, take or authorize any action which could be taken or authorized at a meeting of members.

ARTICLE V.

BOARD OF DIRECTORS

SECTION 1. (a) The number of Directors shall be not less than five nor more than fifteen, with the exact number of directors being determined upon their election at an annual or special meeting of members or directors as provided in Article V, Section 5 of the By-Laws.

(b) Each director seat shall be assigned into one of three classes, as nearly equal in number as possible, with each class ending its term in consecutive years.

(c) Any member of the Harvard Club of New York City shall be eligible for membership on the Board of Directors. In order to best help the Foundation pursue its mission, it is recommended (but not required) that members of the Foundation elect directors (i) who reflect diversity in Harvard schools represented, class year, background and profession and (ii) who may provide the time, energy and skill set necessary to carry out the Foundation’s activities. It is also recommended (but not required) that one Director seat be reserved for a former Foundation Scholar, Fellow or other recipient of Foundation support, who has graduated within the prior 10 years from the Harvard program in which he or she received such Foundation support.

SECTION 2. (a) Directors shall be elected by the members of the Foundation at the annual meeting or at special meetings to replace the directors from the relevant outgoing class and shall hold office for a term of three years and until their successors shall be elected. A Director may be elected for an additional term of three years. A Director shall not be eligible for reelection to the Board after having served two consecutive full terms, or six years, until one year has elapsed. The limitation, however, shall not forbid an appointment by the Board to fill a vacancy.

(b) Vacancies occurring in the Board for any cause (including increase in the number of directors) may be filled for the unexpired term by the majority vote of the directors present at any meeting at which a quorum is present.

SECTION 3. The Board of Directors shall hold an annual meeting as soon as convenient after the annual meeting of the Foundation.

Other regular meetings of the Board of Directors shall be held at such times and places as the Board may determine, provided that the Board shall meet at least once each calendar quarter.

Special meetings of the Board of Directors shall be called at any time by the Secretary upon the request of the President or a Vice President or of the Executive Committee or of one-fourth of the directors then in office.

SECTION 4. Notice of all regular and special meetings of the Board shall be emailed, mailed or delivered personally to each director at least one day before the meeting. Meetings may be held at any place within the City of New York designated in the notice of the meeting.

SECTION 5. The Board of Directors shall have and may exercise full power in the management and control of the business and affairs of the Foundation.

SECTION 6. One-third of the entire number of directors on the Board of Directors as from time to time constituted, but not less than five, shall be necessary to constitute a quorum, but less than a quorum shall have power to adjourn from time to time until a quorum shall be present.

SECTION 7. The Board shall have power to appoint individual or corporate trustees and their successors of any or all of the property of the Foundation, and to confer upon them such of the powers, duties or obligations of the directors in relation to the care, custody or management of such property as may be deemed advisable.

SECTION 8. The directors shall present at the annual meeting a report, verified by the President and Treasurer, or by a majority of the directors, showing the whole amount of rea1 and personal property owned by the Foundation, where located, and where and how invested, the amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of the acquisition; the amount applied, appropriated or expended during the year immediately preceding such date, and the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made; and the names and places of residence of the persons who have been admitted to membership in the Foundation during such year, which report shall be filed with the records of the Foundation and an abstract thereof entered in the minutes of the proceedings of the annual meeting.

SECTION 9. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if a written consent thereto is signed by -all members of the Board or of such committee. The resolution and the written consents thereto shall be filed with the minutes of proceedings of the Board or such committee. Any member of the Board or of any committee thereof may participate in a meeting of the Board or of such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

SECTION 10. Absence on the part of any director from two regular meetings of the Board in a calendar year, without providing prior notice to the Secretary with satisfactory reasons, shall be deemed a resignation there from.

SECTION 11. A director may be removed from the Board of Directors upon a vote by the majority vote of all other directors of the Board or the majority vote of the members of the Foundation.

ARTICLE VI.

COMMITTEES

SECTION 1. There shall be an Executive Committee consisting of the President, each Vice President, the Secretary and the Treasurer of the Foundation, and such other members of the Board as the Board may determine from time to time. The President shall be the Chairman of the Executive Committee.

SECTION 2. The Executive Committee shall fix its own rules of procedure. Meetings of the Executive Committee shall be held at such times and places as it may determine. Notice of all meetings shall be emailed, mailed or delivered personally to each member of the Executive Committee at least one day before the meeting. A quorum for the transaction of the business of the Executive Committee shall consist of one-third of its members, but in no case fewer than two, then in office.

SECTION 3. Subject to the direction of the Board of Directors, the Executive Committee shall have the immediate charge, management and control of the activities and affairs of the Foundation, and it shall have full power, in the intervals between the meetings of the Board of Directors, to do any and all things in relation to the affairs of the Foundation and to exercise any powers of the Board of Directors. The Executive Committee shall fully report its transactions and proceedings at each succeeding meeting of the Board.

SECTION 4. The Board of Directors may appoint from time to time such other standing committees as the Board of Directors, and each such committee shall exercise such powers and perform such duties as may be conferred upon it by the Board of Directors, subject to the continuing direction and control of the Board of Directors and the Executive Committee. Standing committees shall have a minimum of 3 members, who can serve no more than two consecutive terms.

SECTION 5. There shall be an Investment Committee consisting of the Treasurer of the Foundation, and current or former members of the Board along with other Club members who are interested in the work of the Foundation as the Board may determine from time to time. This Committee shall advise the Board of Directors about the investment accounts of the Foundation. The Treasurer shall be the Chairman of the Investment Committee.

SECTION 6. There shall be an Events Committee consisting of current or former members of the Board along with other Club members who are interested in the work of the Foundation as the Board may determine from time to time. The Events Committee shall oversee and advise on the organization of lectures, annual fund-raisers and other events for the Foundation.

ARTICLE VII.

OFFICERS

SECTION 1. The officers of the Foundation shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer, and such other officers as the Board of Directors may from time to time determine.

SECTION 2. (a) The President is the Chief Executive Officer of the Foundation and is in charge of the direction of the Foundation’s affairs. The President presides at meetings of the Board at which he or she is present. In addition to being an ex-officio member of any standing committee that is created pursuant to Section 1 above, the President shall be an ex-officio member of any committee or task force that is appointed by the Board.

(b) A Vice President shall have such responsibilities as the President may request him or her to carry out. In the event that the President is unable to carry out his or her responsibilities because of death, disability or absence, then, if there is only one Vice President, such person shall exercise the powers and duties of the President, and if there is more than one Vice President, then the Board shall designate one to exercise the powers and duties of the President.

(c) The Secretary shall cause the Foundation’s records to be properly maintained and is authorized to certify any such records. He or she shall distribute notices of Board meetings and shall take minutes of the Board’s meetings.

(d) The Treasurer shall oversee the collection of donations to the Foundation and the maintenance of the Foundation’s financial records. He or she shall monitor the banking, investment or other accounts where the Foundation’s funds are kept and shall report on these at each Board meeting. The Treasurer shall ensure the Foundation disburses funds for scholarships, grants and other financial commitments that are approved by the Board. The Treasurer shall ensure that the Foundation’s financial statements are audited at least annually by certified public accountants.

(e) Each of the President and the Treasurer shall be authorized to sign contracts and obligations on behalf of the Foundation in order to carry out their duties, provided that the execution of all such contracts and obligations shall be reported immediately to the Executive Committee and at each succeeding meeting of the Board.

SECTION 3. The officers and the directors shall not receive, directly or indirectly, any salary or other compensation from the Foundation, unless authorized by the concurring vote of two-thirds of all the directors.

SECTION 4. The officers shall be elected at the annual meeting or at regular or special meetings of the Board of Directors. All officers shall hold office until the next annual meeting and until their successors are elected or until removed by vote of a majority of all the directors. Officers need not be members of the Foundation.

FISCAL YEAR SEAL

SECTION 1. The fiscal year of the Foundation shall be the fiscal year ending June 30.

SECTION 2. The seal of the Foundation shall be circular in form and shall bear the words “Harvard Club of New York Foundation, New York, 1953, Corporate Seal.”

ARTICLE IX.

AMENDMENTS

SECTION 1. These By-laws may be added to, amended or repealed, in whole or in part, by the members or by the Board of Directors, in each case by a majority vote at any meeting at which a quorum is present, provided that notice of the proposed addition, amendment or repeal has been given to each member or director, as the case may be, in the notice of such meeting.