Approved June 25, 2014
Bylaws, Article IX, Section (f) states:
There shall be a Pocantico committee consisting of not less than five nor more than eleven members, a majority of whom shall be trustees, and a majority of whom shall not be "disqualified persons"1 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.
In addition to the specific section of the Bylaws establishing the Pocantico committee, other provisions of the Bylaws related to the committee include the following:
The chair of the Board and the president of the Fund shall be ex officio members of the committee.
The chair of the Board 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.
The president of the Fund 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.
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 to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Unless otherwise specified in the 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.
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.
In addition to the requirements of the Bylaws, this charter sets forth the following additional provisions that guide the committee:
The Pocantico committee is charged by the Board of Trustees of the Rockefeller Brothers Fund with responsibility for oversight of the management of 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 the Pocantico Center. The committee will recommend appropriate policies and programs for approval by the board, keep the board informed regarding important developments, and ensure long range planning.
- The committee shall meet as circumstances require, but at least once each year.
The committee shall:
- Working with the president of the Fund and the executive director, Pocantico Center Programs, recommend major policies and programs to the Board for Pocantico, including stewardship, conference, visitation, and museum and other philanthropic and public programs.
- Respect the mission, vision, and principles for the Pocantico Center as adopted by the Board on June 18, 2008.
- Monitor, review, and report to the Board on the performance and implementation of programs and policies related to the Pocantico Center.
- Oversee long range planning regarding the Pocantico Center.
- Ensure that all of the Fund's programs at the Pocantico Center are consistent with the mission of the Fund.
- Review the annual operating and capital budgets and spending policies for the programs at the Pocantico Center recommended by the president of the Fund and the executive director, Pocantico Center Programs, and recommend appropriate budgets and spending policies to the board. In fulfilling this responsibility, the committee shall review reports on the financial position of the Pocantico Center programs and other matters which may materially affect the Fund's financial position, and make recommendations to the Board as appropriate.
- Oversee the relations of the Fund with other organizations, property owners, and interested parties in the environs of the Pocantico Center and provide advice and counsel regarding the management of relationships between the Fund and those who are "disqualified persons" with respect to the Fund regarding use of property in the Pocantico Center to avoid conflicts of interest and self-dealing.
- Periodically review and assess the adequacy of this charter.
- Maintain minutes of committee meetings and make periodic reports to the Board.
1 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.