Click here to download a copy of the Bylaws (last updated 11/3/17) for our organization. You may also read them below.
ARTICLE I: NAME
The name of the Association shall be the University of North Carolina at Greensboro Association of Retired Faculty (the “Association”).
ARTICLE II: UNIVERSITY AFFILIATION
The Association, a separately incorporated non-profit North Carolina corporation, was established to be a University-Associated Entity of the University of North Carolina at Greensboro (the “University”), as described in the University of North Carolina Policy Manual 600.2.5.2[R].
ARTICLE III: PURPOSE
The purpose of the Association shall be to:
ARTICLE IV: MEMBERSHIP
Section 1. Eligibility.
Section 2. Dues.
The Board shall establish annual or lifetime dues for Members. Dues are payable on or before August 15 each year. (In the initial year of the Association the dues shall be established by the UNCG Association of Retired Faculty Organizing Committee.
Section 3. Election of Board of Directors.
At-Large Members of the Board shall be elected by Members in attendance at the Annual Meeting from a ballot submitted by the Elections Committee, as further described in Article V., Section 6 below. Election shall be by plurality of votes cast. Each At-Large Board member shall serve as such for a period of two years, provided however that at the first Annual meeting two At-Large Board Members shall be elected for 1-year terms, and 2 At-Large Board Members shall be elected for 2-year terms. New Board members shall assume their duties on July 1 after the Annual Meeting at which they were elected.
ARTICLE V: BOARD OF DIRECTORS
Section 1. Duties of the Board.
The affairs of the Association shall be managed by the Board of Directors, which shall be chaired by the President. The Board shall establish a standing Audit Committee and Elections Committee, and shall have the authority to establish such other standing and ad hoc committees as it deems desirable. The Board shall determine the dues for the Association and provide financial oversight for the Association.
Section 2. Number and Qualifications.
The Board shall consist of a minimum of 9 members. All Members current on their dues are eligible to serve on the Board and Committees. The offices of President and Vice-President are restricted to Members who are retired or in phased retirement. Ideally the majority of Board members should be retired faculty members.
Section 3. Term of Office.
At-large members of the Board shall be elected for a term of two years, effective on July 1. following the end of the applicable Annual Meeting. Board members may be elected for a second consecutive term. (At-Large members of the first Board of Directors shall be elected in two groups: those serving one year, and those serving two years.)
Section 4. Vacancies.
A vacancy in the Board of Directors shall be filled for the remainder of the term by a majority vote of the Board of Directors based on nomination(s) by the Elections Committee. Names will be submitted to the Board for review and selection. The President shall contact the selected potential Member(s) and report to the Board.
Section 5. Special Meetings.
Special meetings of the Board may be held upon the call of the President or upon request of any three members of the Board.
Section 6. Annual Election of Officers and At-Large Board Members.
Section 7. Committees.
ARTICLE VI: OFFICERS
Section 1. Officers and Responsibilities of Office.
The Association officers shall be current Members, defined and placed in office for terms commencing on July 1 as follows:
Section 2. Vacancy.
A vacancy in the office of President shall be filled by the Vice-President, who shall fulfill the term of President not expired. A vacancy in the office of any other Officer shall be filled from among Board members by vote of the Board of Directors.
ARTICLE VII. CONDUCT OF ASSOCIATION BUSINESS
Section 1. Annual Meeting.
There shall be at least one meeting of Members held annually in the spring (“Annual Meeting”) at a time and place determined by the Board, which may be held in conjunction with one of the Association’s social meetings. The purpose shall be to conduct any business duly brought before the Board, and to take official actions such as Board and Officer elections. Notification of the Annual Meeting shall be made no less than 30 days in advance of the meeting by a method determined by the Board. The agenda shall be developed by the President and approved by the Board for distribution with the notification. Board Meetings shall be conducted in accordance with the most current available version of Robert’s Rules of Order.
Section 2. Meetings of the Board of Directors.
Between annual general meetings, the Board of Directors shall conduct the business of the Association and take official actions related thereto. The Board of Directors shall meet regularly, usually monthly during the academic year unless the President determines that a meeting is not necessary, at a time and place determined by the President. A schedule of regular meetings of the Board shall be prepared by the President and announced to the Membership at the beginning of each year.
Section 3. Meeting Modes.
Section 4. Quora.
Section 5. Assessments and Fund Raising.
Section 6. Operations Manual.
An Operations Manual shall be maintained by the President and shall include a record of processes and procedures established by the various Officers for the conduct of their responsibilities and by the Board for the various activities and programs of the Association.
Section 7. Conflict of Interest Policy.
Until such time as the Board shall adopt a Conflict of Interest Policy, this Article VI, Section 7 shall serve as the Association policy. Any contract or other transaction between the Association or one of its Committees and one or more of its Officers or Board members, or between the Association or one of its Committees and any other association, corporation, firm, or other entity in which one or more of the Officers or Board members have a substantial financial or other interest, shall be approved by a vote of the Board. The material facts as to such Officers’ or Board members’ interest in the contract or transaction and any common directorship, officership, or financial or other interest shall be disclosed to the Board or Committee. The Board or Committee shall authorize such contract or transaction by unanimous written consent, provided at least one director so consenting is disinterested, or by a majority vote without counting the vote or votes of such interested director of officer even though the disinterested directors are less than a quorum. For purposes of this policy, the definition of “Conflict of Interest” shall be that in the University’s Conflicts of Commitment and Interest Policy.