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 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 Greensboro (the “University”), as described in The University of North Carolina Policy Manual 600.2.5.2[R].
ARTICLE III: MISSION
The mission of the Association is to support The University of North Carolina Greensboro by conducting activities in furtherance of the University’s mission; to facilitate social and professional ties among retired and active faculty (including both tenure-track and professional-track faculty) as well as EPA administrative staff and the greater Triad community; to assist UNCG and these retirees in continuing mutually beneficial relations; and to educate the public and state government with respect to issues concerning retirement, education, the UNC system, and the UNCG campus. The Association shall work with the Provost and the Faculty Senate to further these aims. The Association shall have the privilege and right to collect and disseminate data, statistics, and other information, and to develop its own positions and recommendations regarding relevant University matters and matters pertaining to higher education in North Carolina.
ARTICLE IV: PURPOSE
The purpose of the Association shall be to:
ARTICLE V: MEMBERSHIP
Section 1. Eligibility
Section 2. Dues
The Board shall establish annual and lifetime dues for all categories of Members. Dues are payable on or before August 1 each year.
ARTICLE VI: BOARD OF DIRECTORS
Section 1. Composition of the Board
The Board shall consist of nine Members including the following: (a) the Officers of the Association: President, Vice President, Secretary, Treasurer, and Past President (when applicable); (b) one individual appointed by the University Chancellor or the Chancellor’s designee, and (c) three or four At-Large Board Members (when applicable).
Section 2. Number and Qualifications
Section 3. Duties of the Board
The Board of Directors, which shall be chaired by the President, shall manage the affairs of the Association. The Board shall establish standing committees for Membership, Elections, and Program Planning, and shall have the authority to establish other standing and ad hoc committees as appropriate. The Board shall approve programing, establish the dues structure, provide oversight of Association finances, and conduct other business necessary for the effective operation of the organization.
Section 4. Terms of Office
All Board members serve two-year terms. There are no limits on consecutive terms. All two-year terms begin or end on August 1, following the Annual Meeting. The term of the Past President ends when a new President is elected.
A vacancy in the office of President shall be filled by the Vice President who shall complete the remainder of the President’s term. To fill a vacancy for any other office, the Board shall select a replacement from among the remaining Board members. If this is not possible, the Board shall recruit an interim replacement from the Membership.
Section 6. Special Meetings.
Special meetings of the Board may be called by the President or by request of any three members of the Board.
Section 7. Annual Election of Officers and Board Members.
Section 8. Committees
ARTICLE VII: OFFICERS AND RESPONSIBILITIES OF OFFICE
The Association officers shall be current Members, defined and placed in office for terms commencing on August 1 as follows:
Section 1. President
Elected in even-numbered years to serve a two-year term with no limit on consecutive terms. The President shall serve as Chair of the Board and shall be responsible for the overall affairs of the organization, including scheduling and conducting Association meetings; appointing standing and ad hoc committees; making decisions regarding Association business between meetings of the entire Membership or the Board; and representing the Association in matters dealing with the University, other organizations, and the general public.
Section 2. Vice President
Elected in odd-numbered years to a two-year term with no limit on consecutive terms. The Vice President shall serve in the absence of or at the direction of the President and shall facilitate established programs of the Association.
Section 3. Secretary
Elected in even-numbered years with no limit on consecutive terms. The Secretary shall produce and maintain the minutes of business meetings of the Association and of the Board, oversee the Association website, and maintain Association records, including the Bylaws.
Section 4. Treasurer
Elected in odd-numbered years with no limit on consecutive terms. The Treasurer shall collect, receive, secure, and maintain all funds of the Association including dues, assessments, gifts, and other receipts. The Treasurer shall make such disbursements from the funds of the Association as may be authorized by these Bylaws or by the Board. Disbursements for ongoing programs and activities of the Association, as well as for special projects approved by the Board, may be made by the Treasurer upon receipt of expenditure documentation. In advance of the Annual Meeting, the Treasurer shall prepare a brief financial report indicating the beginning and ending balances, and showing the year’s expenditures in major categories such as office supplies, meetings, programming, etc. This report will be presented at the Annual Meeting as a part of the Association Annual Report.
Section 5. Past President
Assumes the position when a new President is elected and serves as a voting Member until the next President is elected. The Past President shall participate in Board meetings and committee work and offer advice and mentoring to the Board.
ARTICLE VIII. CONDUCT OF ASSOCIATION BUSINESS
Section 1. Annual Meeting
At least one meeting of Members shall be held annually in the spring at a time and place determined by the Board. This meeting may be held in conjunction with one of the Association’s programs. The purpose shall be to conduct any business brought by the Board, to take official actions such as Board elections, and to present the annual Association and Financial Reports. Notification of the Annual Meeting shall be made no less than 30 days in advance of the meeting using a method determined by the Board. The agenda shall be developed by the President and approved by the Board for distribution with the notification.
Section 2. Meetings of the Board of Directors
Between the Annual Meetings, the Board shall conduct the business of the Association and take official actions. The Board shall meet regularly during the academic year at a time and place determined by the President.
Section 3. Meeting Modes
Board and Membership meetings may be held at any time and place suitable for such a gathering, provided there is a quorum. Meetings may be conducted in any manner that facilitates synchronous communication.
Section 4. Quorum
Section 5. Business Year
The Association business year will run from August 1 to July 31.
Section 6. Assessments and Fund Raising
Section 7. Conflict of Interest Policy.
The Board must approve any contract between a Board Member and any association, corporation, firm, or entity in which the Board Member has a financial or other interest, the nature of which must be disclosed to the other Board Members. Approval of the contract must have the written consent of at least six of the remaining Board Members. For purposes of this policy, the definition of “Conflict of Interest” shall be that in the University’s Conflicts of Commitment and Interest Policy.
ARTICLE IX. AMENDMENTS
Section 1. Amendments and Revisions
Changes to these Bylaws shall be adopted by an affirmative vote by two-thirds of those voting at a Board meeting.
Section 2. Maintenance
The Secretary shall make available an updated version of the Bylaws which shall incorporate all duly adopted amendments or revisions into the body of the Bylaws. No changes, other than typographical or grammatical corrections, shall be made in the wording of the document. The Secretary shall maintain a chronological record of all amendments to the Bylaws, including a copy of the original version, amendments as approved, and copies of all updated versions.
Section 3. Review
The Board shall direct a thorough review and revision of these Bylaws at periodic intervals to ensure flexibility and adapt to changing circumstances.