Bylaws
ARTICLE XVI STUDENT ACTIVITY FEES AND AUXILIARY ENTERPRISES > SECTION 16.10. AUXILIARY ENTERPRISE CORPORATION. :
SECTION 16.10. AUXILIARY ENTERPRISE CORPORATION.
a. The auxiliary enterprise corporation shall have responsibility for the oversight, supervision and review over college auxiliary enterprises. All budgets of auxiliary enterprise funds and all contracts for auxiliary enterprises shall be reviewed by the auxiliary enterprise corporation prior to expenditure or execution.
b. The auxiliary enterprise corporation shall be considered approved for the purposes of this article if it consists of at least eleven (11) members, its governing documents are approved by the college president and the following requirements are met:
1. The governing board is composed of the college president or his/her designee as chair, plus an equal number of students and the combined total of faculty and administrative members, and two independent directors.
2. The administrative members are appointed by the college president.
3. The faculty members are appointed by the college president from a panel whose size is twice the number of seats to be filled and the panel is elected by the appropriate college faculty governance body.
4. The student members are the student government president(s) and other elected students and the student seats are allocated on a basis which will provide representation to each government, where more than one exists, as nearly as practicable, in proportion to the student enrollment by headcount from the respective constituencies.
5. The independent directors are appointed by the college president. An independent director shall be a former employee of the college or the auxiliary enterprises corporation, a college alum, a community member, or any other individual, who, pursuant to Section 102 of the Not-for-Profit Corporations Law: (A) has not been within three years of his or her appointment to the governing board of the auxiliary enterprises corporation, an employee of the auxiliary enterprises corporation, CUNY or the Research Foundation of CUNY; and (B) does not have a relative who is, or has been within three years of the individual's appointment to the governing board, a key employee of the auxiliary enterprises corporation, CUNY or the Research Foundation of CUNY; and (C) has not received, and does not have a relative who has received, in any of the three fiscal years prior to the individual's appointment to the governing board, more than $10,000 in direct compensation from the auxiliary enterprises corporation, CUNY or the Research Foundation of CUNY (other than reimbursement for expenses reasonably incurred as a director or reasonable compensation for service as a director as permitted by the Not-for-Profit Corporations Law); and (D) is not a current employee of or does not have a substantial financial interest in, and does not have relative who is a current officer of or has a substantial financial interest in, any entity that has made payments to, or received payments from, the auxiliary enterprises corporation, CUNY or the Research Foundation of CUNY for property or services in an amount which, in any of the three fiscal years prior to the individual's appointment to the governing board, exceeds the lesser of $25,000 or 2% of such entity's consolidated gross revenues. For purposes of this definition, "payment" does not include charitable contributions.
6. The auxiliary enterprises corporation shall have an audit committee consisting of the two independent directors and one student member elected by the governing board who meets the criteria for independence set forth in 16.10.(b)(5)(A) through (D) . The audit committee shall oversee the accounting and financial reporting processes of the auxiliary enterprises corporation and the audit of the auxiliary enterprises corporation's financial statements and shall have such other duties as set forth in Section 712-a of the Not-for-Profit Corporations Law.
7. The governing documents of the auxiliary enterprise corporation have been reviewed by the board's general counsel and approved by the board.