As Amended March 8, 2017

BYLAWS of ROCKEFELLER BROTHERS FUND, INC.

ARTICLE I

Board of Trustees

A Board of Trustees (the "Board") shall exercise oversight of the affairs of the corporation.

(a) The trustees shall set the mission and elect the officers of the corporation; establish clear goals and objectives for the philanthropic activity of the corporation; approve grants other than those delegated to the president for approval; determine major policies governing management of the finances and operations of the corporation; undertake periodic evaluation of the performance of the corporation; and ensure that the corporation has a well qualified and committed Board.

(b) The Board shall consist of not less than seven nor more than eighteen trustees, provided that no decrease shall shorten the term of any incumbent trustee. The entire Board shall consist of the number of trustees most recently elected.

(c) The trustees shall be at all times divided into three classes, equal numerically as nearly as may be, and they shall be so arranged that the membership of the respective classes shall expire in succeeding years.

(d) Subject to paragraphs (c) and (e), each trustee shall be elected at an annual meeting of the Board, or at any adjournment thereof, for the term of three years and until the election and qualification of the trustee's successor.

(e) Any vacancy in the Board may be filled by the vote of a majority of the entire Board, at any meeting of the Board. Any trustee elected at a special meeting shall hold office until the next annual meeting of the Board and until the election and qualification of the trustee's successor.

(f) Any trustee may resign by submitting a notice in writing to the president or to the secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.

(g) Any trustee may be removed at any time for cause by the vote of the trustees, provided there is a quorum of not less than a majority of the entire Board present at the meeting at which such action is taken.

(h) Trustees shall not be eligible for re-election after serving three consecutive full three-year terms of office without an interruption of at least one year, provided that the president shall be re-elected as a trustee as long as the president continues in office, and provided further that the president's service as a trustee shall end upon termination of service in such office. 

(i) Founding trustees who shall have retired shall automatically become life trustees. The Board may elect any former trustee an advisory trustee. Advisory trustees shall be elected for a term of three years. Advisory trustees shall not be eligible for re-election after serving three consecutive full three-year terms without an interruption of at least one year. Advisory and life trustees shall receive all notices and other information sent to trustees and may participate in all meetings of the Board without vote, but shall not be counted in determining a quorum at any meeting of the Board. Advisory and life trustees may be called upon by the Board for consultation and advice but shall have no legal responsibilities for the conduct of affairs of the corporation except when acting as voting members of any committee.

(j) A majority of the entire Board, present in person, shall constitute a quorum for the transaction of business. Except as otherwise required by these bylaws or by applicable law, the act of a majority of trustees present at any meeting of the Board at which a quorum exists shall be the act of the Board.

(k) Trustees, except for the president shall not receive compensation from the corporation. Trustees shall be reimbursed for reasonable expenses incurred with respect to their duties.

(l) The Board shall meet from time to time without management of the corporation to review performance of management, set compensation for the president of the corporation, and discuss other matters as the Board deems appropriate.

(m) The corporation shall have no members.

ARTICLE II

Officers

At the annual meeting of the Board, or at an adjournment thereof, or at any meeting duly called for the purpose, the Board shall elect the following officers, viz: a chair, one or more vice chairs, and a president, all of whom shall be or become by their election trustees, and a corporate secretary. The Board may, at any meeting, elect one or more vice presidents, a chief investment officer, a comptroller, one or more assistant corporate secretaries, one or more assistant comptrollers, and such other officers as it may from time to time determine. The Board may, by resolution not inconsistent with these bylaws, define the duties of any such officers. The same person may be elected to more than one office, except that the same person shall not hold the offices of both president and corporate secretary or any two or more of the offices of chair, vice chair, or president. A vacancy in any office may be filled by the Board at any meeting. All officers shall hold office at the pleasure of the Board or until their respective successors shall have been elected and shall have qualified. They shall receive such salaries or other compensation as may be authorized by the vote of a majority of the entire Board. The chair and vice chair shall not receive a salary or compensation, except for the reimbursement of reasonable expenses.

Any officer may resign at any time by submitting a notice in writing to the president or to the corporate secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective. Any officer may be removed at any time for or without cause by the Board.

ARTICLE III

Chair and Vice Chair

The chair shall lead the Board in overseeing the affairs of the corporation and its several officers, subject to the control of the Board. The chair and vice chair shall not be employees of the corporation. The chair shall preside at all meetings of the Board at which the chair shall be present; be a member ex officio of all committees; and perform such other duties as the Board may from time to time determine. The chair shall be entitled to have notice of committee meetings and to attend and vote at such meetings, provided that, with the exception of the executive committee, the chair shall be under no obligation to attend and shall not be counted to determine the number necessary to make a quorum or to determine whether a quorum is present.

Any vice chair shall discharge such functions as may be assigned by the chair or by resolution duly adopted at any meeting of the Board. A vice chair shall, in the absence of the chair, preside at meetings, and during the absence or disability of the chair shall perform the duties of the chair.

In the absence or disability of the chair or a vice chair, another member of the Board may be appointed by resolution duly adopted at any meeting of the Board to discharge the chair's functions or any of them specified in the resolution.

ARTICLE IV

President

The president shall be the chief executive officer of the corporation and shall manage the business of the corporation and have supervision over its several officers, subject, however, to the control of the chair and the Board. The president shall prepare and present the business to be acted upon at meetings. Except as otherwise hereinafter provided by these bylaws, or by resolution duly adopted at any meeting, the president shall sign for the corporation all deeds and other agreements and formal instruments, and shall be a member ex officio of all committees except the audit and compensation committees; the president shall be entitled to have notice of committee meetings and to attend and vote at meetings of committees of which the president is a member, but the president shall be under no obligation to attend and shall not be counted to determine the number necessary to make a quorum or to determine whether a quorum is present.

ARTICLE V

Vice President(s)

The vice president(s), if any, shall discharge such functions as may be assigned by the president or by resolution duly adopted at any meeting of the Board.

One vice president, as designated by the Board or the president, subject to the provision of these bylaws and to such regulations as may from time to time be prescribed by the Board, the president, or the investment committee shall:

1) have custody of the funds and securities of the corporation and shall arrange for the deposit and custody of the funds and securities of the corporation in such banks, trust companies, or other institutions as may from time to time be designated by the Board, the president, or the investment committee.

2) oversee the maintenance of the financial books of the corporation, the preparation of the annual financial statements, and annual audit of the corporation's books and records, and perform such other duties as may be assigned by the president or by resolution duly adopted at any meeting of the Board or the audit committee.

During the absence or disability of the president, the vice president, or if there be more than one, such of them as the chair may designate, shall perform the duties of the president.

ARTICLE VI

Corporate Secretary and Assistant Corporate Secretary(ies)

The corporate secretary ("secretary") shall take and keep true minutes of all meetings of the Board and of committees, shall have custody of the corporate seal and shall have the authority to affix the same to any instrument requiring it, and when so affixed, to attest it. The secretary shall notify trustees of their election and of any meetings as required by these bylaws, and shall in general perform all duties incident to the office of secretary, and shall perform such other duties as may be assigned by the president or by resolution duly adopted at any meeting of the Board.

Any assistant secretary shall discharge such functions as may be assigned by the secretary or by resolution duly adopted at any meeting of the Board. In the absence or disability of the secretary, an assistant secretary shall perform the duties of the secretary.

ARTICLE VII

Meetings

The annual meeting of the Board shall be held on such date as may be prescribed by the president or the Board. The chair, any vice chair, or president, or any two trustees, may at any time call a special meeting. Written notice of each meeting shall be given, personally or by mail, electronic means, or fax to each person entitled to vote thereat, and to advisory and life trustees, not less than ten nor more than fifty days prior to the day named for the meeting. Such notice shall specify the place, date, and hour of the meeting and, in the case of a special meeting, shall also state the purpose or purposes of the meeting and indicate that the notice is being issued by or at the discretion of the person or persons calling the meeting.

All meetings shall be held at such place in the City of New York or elsewhere as the Board may from time to time direct. In the absence of such direction, meetings shall be held at the office of the corporation in the City of New York.

Any action required or permitted to be taken by the Board or any committee may be taken without a meeting, if all members of the Board or the committee consent in writing or electronically to the adoption of a resolution authorizing the action. If written, the consent must be executed by the trustee or committee member by signing the consent or causing his or her signature to be affixed to the consent by any reasonable means, including but not limited to facsimile signature. If sent electronically, the consent must set forth or be submitted with information from which it can reasonably be determined that the transmission of the consent was authorized by the trustee or committee member. The resolution and the consents thereto by the members of the Board or of such committee shall be filed with the minutes of the proceedings of the Board or of such committee.

Any one or more members of the Board or of a committee may participate in a meeting of the Board or the committee by means of a conference telephone, videoconference, or similar communications equipment as long as all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

Pursuant to the provisions of the New York Not-for-Profit Corporation Law, a report shall be presented at the annual meeting of the Board, showing in appropriate detail the following:

(1) the assets and liabilities, including any trust funds, of the corporation as of the end of a twelve-month fiscal period terminating not more than six months prior to said meeting;

(2) the principal changes in assets and liabilities, including any trust funds, during said fiscal period;

(3) the revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, during said fiscal period; and

(4) the expenses or disbursements of the corporation, for both general and restricted purposes, during said fiscal period.

This annual report shall be filed with the records of the corporation and either a copy or an abstract thereof entered in the minutes of the proceedings of the annual meeting.

ARTICLE VIII

Committees

(a) There shall be an executive committee of the Board consisting of the chair and up to seven but no less than six other trustees elected by the vote of a majority of the entire Board at the annual meeting each year. The chair of the executive committee shall be the chair of the Board. A vacancy in the committee may be filled by the Board at any meeting. A meeting of the committee may be called at any time when the Board is not in session by any member of the committee. A majority of members of the committee shall constitute a quorum for the transaction of business, and the committee may act upon the vote of a majority of all members present. The committee shall serve at the pleasure of the Board and shall have all powers of the Board when the Board is not in session, except that it shall have no authority as to the following matters:

(1) the filling of vacancies in the Board or in any committee thereof;

(2) the fixing of compensation for the president of the corporation;

(3) the amendment or repeal of the bylaws or the adoption of new bylaws; and

(4) the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.

The committee shall keep regular minutes of its proceedings and shall report all actions to the Board at the next meeting of the Board following such action.

(b) There shall be a compensation committee consisting of not less than three nor more than five trustees elected by the Board at the annual meeting each year. Members of the committee shall serve at the pleasure of the Board. The chair of the committee shall be elected by the Board. A vacancy in the committee may be filled by the Board at any meeting.

The committee shall recommend to the Board the compensation for the president of the corporation. The president shall not be present at or otherwise participate in any committee or board deliberation or vote concerning his or her compensation. The committee shall review management's recommendations regarding the overall compensation budget for all employees and other matters of compensation policy.

(c) There shall be an investment committee consisting of not less than four nor more than nine persons, at least two of whom shall be trustees. Members of the committee shall be elected by the Board at the annual meeting each year and shall serve at the pleasure of the Board. The chair of the committee, who shall be a trustee, shall be elected by the Board. A vacancy in the committee may be filled by the Board at any meeting.

The committee shall formulate and propose investment policy to the Board and shall implement such policy as is approved by the Board. Pursuant to such policy, the committee shall establish investment guidelines and shall have the authority to exercise those powers relating to the investment management of the corporation's assets which are conferred upon the corporation by law and by its certificate of incorporation. In addition, the committee shall oversee the investment assets of the Fund, and monitor the management of the Fund's assets for compliance with investment policies and guidelines and for meeting performance objectives over time. Between meetings of the committee, the chair of the committee and the president of the corporation, acting together, shall have the authority to exercise all such powers, subject to the investment policy set by the Board and investment guidelines established by the committee.

The committee shall keep regular minutes of its proceedings and shall report all actions to the Board at the next meeting of the Board following such action.

(d) There shall be an audit committee consisting of not less than three, nor more than five "independent" trustees as defined by the New York Not-for-Profit Corporation Law1. Members of the committee shall be elected by the Board at the annual meeting each year and shall serve at the pleasure of the Board. The chair of the committee shall be elected by the Board. A vacancy in the committee may be filled by the Board at any meeting.

The committee shall be responsible for making an annual selection of an independent auditor and communicating this selection to the Board, for reviewing with the independent auditor the scope and planning of the audit prior to commencement, for reviewing and discussing with the auditor any material risks and weaknesses in internal controls, management's restrictions on the scope of access, and adequacies of processes, for overseeing the accounting and financial reporting processes, supervising the audit, reviewing with the auditor the results of the audit, including the management letter, for considering annually the auditor's performance with the conflict of interest and whistleblower policies adopted by the Board, and for presenting the annual audited financial statements of the corporation, with appropriate comments thereon, and reporting on the committee's activities to the Board at the annual meeting of the corporation each year. The auditor shall serve at the pleasure of the committee. The committee shall also be responsible for conducting a periodic review of the compliance of the corporation with the provisions of the Internal Revenue Code of 1986, as amended. The committee shall report any findings of noncompliance to the executive committee without delay. The committee may hire one or more outside advisors and utilize additional resources as needed to fulfill its responsibilities.

(e) There shall be a nominating committee of the Board consisting of not less than three, nor more than six trustees. The members of the committee shall be elected by the Board at the annual meeting each year and shall serve at the pleasure of the Board. The chair of the committee shall be elected by the Board. A vacancy in the committee may be filled by the Board at any meeting. No elected member of the committee shall be eligible for re-election thereto after serving on the committee for five consecutive years without an interruption of at least one year.

The committee shall submit to the Board at the annual meeting each year, and at other meetings as requested by the chair of the Board, the names of persons recommended by the committee for election as trustees, officers, members of committees and chairs of committees, after having circulated to the trustees, fifteen days in advance of the applicable meeting, written notification of the committee's intent to make the nomination, along with such information about the nominee as may be relevant.

(f) There shall be a Pocantico committee consisting of not less than five nor more than eleven members, a majority of whom shall be trustees or former trustees, and a majority of whom shall not be "disqualified persons"with respect to the Fund as defined by section 4946(a) of the Internal Revenue Code of 1986, as amended, other than by reason of being a trustee of the Fund. The members of the committee shall be elected by the Board at the annual meeting each year and shall serve at the pleasure of the Board. The chair of the committee shall be a trustee elected by the Board. A vacancy in the committee may be filled by the Board at any meeting.

The committee shall be responsible for making recommendations to the Board regarding policy governing management of the corporation's responsibilities for all the National Trust properties in the Pocantico area that have been leased to the Fund and that may in the future be leased to the Fund, including but not limited to the Pocantico Center of the corporation.

(g) Unless otherwise specified in these bylaws, a majority of the members of each committee shall constitute a quorum for the transaction of business and an act of the majority of members present at the meeting shall be an act of the committee.

(h) Members of committees who are not trustees or who are former trustees who have served for nine consecutive full one-year terms as committee members shall not be eligible for re-election without an interruption of at least one year, except that any former trustee who was a committee chair at the conclusion of the former trustee's term as trustee shall be eligible for re-election to the committee for two additional one-year terms beyond this limit.

(i) The Board may by resolution provide for additional committees, and may delegate to such committees such powers as it may deem desirable.

ARTICLE IX

General Fiscal Provisions

Any two of the following persons, viz: chair, vice chair, president, any vice president, corporate secretary and any assistant corporate secretary, and counsel, or any two persons designated by the Board shall have authority to execute under seal such form of transfer and assignment as may be customary or necessary to constitute a transfer of stocks, bonds, or other securities standing in the name of or belonging to the corporation. A corporation or person transferring any such stocks, bonds, or other securities pursuant to a form of transfer or assignment so executed shall be fully protected and shall be under no duty to inquire whether or not the Board has taken action in respect thereof.

If required to do so by the Board, the president, or the investment committee, any financial officer shall give a bond for the faithful discharge of the officer's duties in such sum, and with such sureties, as the Board, the president, or the investment committee shall require.

The fiscal year of the corporation shall begin on the first day of January in each year, and end on the following 31st day of December.

The Board shall establish the procedures and guidelines under which the grant appropriations of the corporation are made. These procedures and guidelines may include provisions under which grant appropriations may be authorized when neither the Board nor the executive committee is in session.

ARTICLE X

Indemnification of Trustees and Officers

The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil or criminal, by reason of the fact that such person, or such person's testator or intestate, is or was a trustee, advisory or life trustee, officer or committee member of the corporation or is or was serving at the request of the corporation as a director, trustee, advisory or life trustee, officer, committee member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by the New York Not-for-Profit Corporation Law, upon such determination having been made as to such person's good faith and conduct as is required by said Not-for-Profit Corporation Law. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding to the extent, if any, authorized by the Board in accordance with the provisions of said Not-for-Profit Corporation Law, upon receipt of an undertaking by or on behalf of the trustee, advisory or life trustee, officer or committee member to repay such amount unless it shall ultimately be determined that such trustee, advisory or life trustee, officer or committee member is entitled to be indemnified by the corporation as authorized by these bylaws.

ARTICLE XI

Waiver of Notice

Whenever any notice of any meeting is required to be given to a trustee or committee member under the provisions of the laws of the State of New York or under the provisions of the Certificate of Incorporation or these bylaws, such notice need not be given if such trustee or committee member submits a written or electronic waiver of notice, whether before or after the meeting, or attends such a meeting without protesting at its commencement the lack of notice to such person. If the waiver is written, such trustee or committee member must execute the waiver by signing the waiver or causing his or her signature to be affixed to the waiver by an reasonable means, including but not limited to facsimile signature. If the waiver is sent by electronically, the waiver must set forth or be submitted with information from which it can reasonably be determined that the electronic transmission was authorized by the trustee or committee member.

ARTICLE XII

Amendments

These bylaws may be amended or repealed at any meeting of the Board, provided that written notice of the proposed amendment or repeal has been given to each trustee personally or by mail, fax, or electronic means not less than ten days in advance of the date set for the meeting. Any amendment of these bylaws which adds, changes or strikes out a trustees' quorum or voting requirement greater than the applicable statutory requirement shall be adopted by the affirmative vote of two-thirds of the Board.

 


[1] The New York Non-Profit Revitalization Act of 2013 defines "independent trustee" as a trustee who (i) is not, and has not been within the last three years, an employee of the non-profit corporation or an affiliate thereof, and does not have a relative who is, or who has been within the last three years, a key employee of the non-profit corporation or an affiliate thereof; (ii) has not received, and does not have a relative who has received, in any of the last three fiscal years, more than $10,000 in direct compensation from the non-profit corporation or an affiliate thereof (other than reimbursement for expenses reasonably incurred as a trustee or reasonable compensation for service as a trustee); and (iii) is not a current employee or or does not have a substantial financial interest in, and does not have a relative who is a current officer of or has a substantial financial interest in, any entity that has made payments (other than charitable contributions) to, or received payments (other than charitable contributions) from the non-profit corporation or an affiliate thereof, for property or services in an amount that exceeds the lesser of $25,000 or 2% of such entity's consolidated gross revenue in any of the last three fiscal years.

[2] A “disqualified person” with respect to the Fund includes all substantial contributors to the Fund, all officers, directors, or trustees of the Fund, the spouse and all ancestors and descendants of any of the above individuals, and certain family-related entities as well as public officials, as defined by section 4946(a) of the Internal Revenue Code of 1986, as amended.