The UCLA Faculty Center- By Laws

ARTICLE I

NAME AND PRINCIPAL PLACE OF BUSINESS: The name of this corporation is "UCLA Faculty Center Association, Inc." (hereinafter called "the Association"). The principal place of business of this association is in the City of Los Angeles, County of Los Angeles, State of California

ARTICLE II

PURPOSE: The specific and primary purpose for which this association is formed is to maintain a center and operating facilities which make it possible for members of the faculty and professional staff of the University of California, Los Angeles, to meet both formally and informally, and thus to facilitate intellectual, educational, research, and social interactions.

ARTICLE III

MEMBERSHIP:

A. CATEGORIES OF MEMBERSHIP
There shall be six categories of membership.

1. Active Membership: Active members must be in residence on the UCLA campus, and must be employed by the University at no less than 50% of full time.

a. Academic members: All faculty and other academic appointees, including adjunct, acting, in residence, and clinical faculty, lecturers, librarians, postdoctoral scholars, and those holding similar appointments.

b. Non-academic members: Administrative staff, staff members of ASUCLA, Alumni Association, Development, and University Extension.

2. Senior Membership: Members who are retired and who at any time during their employment were eligible for active membership under 1A above shall be Senior Members.

3. Associate Membership: Persons in the following categories are eligible for associate membership:

a. Regents of the University of California

b. Spouses or domestic partners of active and senior members

c. Surviving spouses of former active and senior members.

d. Previous spouses of present or former active and senior members who have been members for at least six years.

4. Honorary Membership: Honorary Life Membership may be granted by the Board of Governors in recognition of outstanding service to the University of California or the Faculty Center, or who make substantial contributions to the Association.

5. Temporary Membership:

a. Visiting UCLA faculty members and distinguished scholars may hold temporary memberships.

b. Officers, faculty, and professional administrative staff from other colleges and universities may be granted temporary membership.

6. Special Membership:

a. Former active members of the Association whose connection with UCLA was terminated by circumstances other than retirement, who therefore ceased to be active members, may be granted membership by the Board of Governors.

b. Chancellor's Associates and other University support groups may be granted special membership by the Board of Governors.

B. MEMBERSHIP FEES AND DUES

1. The membership fee shall be $200. The fee may be paid in one sum or in installments as provided by the Board.

2. Monthly dues, any additional fees, and the manner of collection shall be determined by the Board.

3. Reduction or deferral of fees and dues.

a. The membership fee may be deferred for ladder faculty without tenure, lecturers without security of employment, and staff members whose salaries are less than that of Associate Professors, Step 1, nine month, until attainment of tenure or security of employment or until their salaries reach that equivalent to tenured regular faculty.

b. Dues for new members may be reduced or waived for a period to be determined by the Board.

c. Dues for ladder faculty without tenure, lecturers without security of employment, and staff members whose salaries are less than that of Associate Professors may be reduced as determined by the Board.

d. Senior members will pay reduced monthly dues in an amount to be determined by the Board.

e. Dues for other classes of members may be reduced at the discretion of the Board.

f. Honorary members pay no fees or dues.

C. TERMINATION AND REINSTATEMENT OF MEMBERSHIP

1. Members may resign from the Association at any time by notifying the Manager in writing. The resignation shall become effective at the end of the month of receipt of notice. The member resigning shall remain liable for all charges incurred, and shall not be entitled to the return of any portion of fees or dues theretofore paid by the member.

2. The Board of Governors may specify conditions for reinstatement of former members.

D. SPECIAL REGULATIONS

1. Members must pay fees and dues from the first day of the month in which they join the Association.

2. Members whose accounts are delinquent for sixty days shall be reminded by the manager. A service charge, to be determined by the Board of Governors, may be added to accounts delinquent for more than sixty days. In extreme cases of continued delinquency, the Board of Governors shall have the authority to terminate membership. Members who are so terminated may be reinstated by petition to the Board and by payment of the delinquent account.

3. Members of Faculty Centers on other campuses of the University of California may use the facilities of the Center without payment of membership fees or dues.

4. Members who will be officially absent from the campus for at least one quarter may be exempt from payment of all fees and dues for the period involved upon advance written notification to the Manager. This provision does not apply to Sabbaticals in residence or to the summer months.

E. PROPERTY

No individual member has any right, title, or interest whatsoever in any property that is now held or may hereafter be acquired by the Association.

ARTICLE IV

OFFICERS AND BOARD OF GOVERNORS:

A. OFFICERS

1. The officers of the Association shall be the president, the president-elect, the immediate past president, the treasurer, the secretary, and such subordinate officers as the Board may appoint.

2. President. The president, as principal officer of the Association, shall supervise and control the activities of the Association and be responsible for carrying out the policies of the Association. When present, the president shall preside over all meetings of the Board of Governors.

3. President-Elect. The president-elect shall have such powers and duties as may be assigned or delegated by the President or the Board. In the absence of the president, the president-elect shall perform all the duties and have all the authority of the president.

4. Immediate Past President. The immediate past president shall have such powers and duties as may be assigned or delegated by the President or the Board. In the absence of the President and the President-Elect, the immediate Past President shall perform all the duties and have the authority of the president.

5. Secretary. The secretary shall keep a full and accurate record of all meetings of the Board, have custody of all books and papers belonging to the Association, and give or cause to be given notice of all meetings of the Board and all other notices required by law or these by-laws. The secretary shall have such further duties and powers as may be assigned or delegated by the Board.

6. Treasurer. The treasurer shall have charge of and be responsible for all funds and securities, receipts and disbursements of the Association, except as otherwise provided in these by-laws, and shall deposit or cause to be deposited in the name of the Association all moneys or other valuables in accord with policies established by the Board. The treasurer shall submit reports and accounts of the financial condition of the Association to the president and the Board at appropriate intervals, and shall perform all duties ordinarily the responsibility of the treasurer of a non-profit corporation, as well as any other duties that may be assigned or delegated by the Board. Actual day-to-day fiscal management of the Center and its funds may be delegated by the treasurer to the professional manager of the Center.

B. BOARD OF GOVERNORS.

1. Composition of the Board. The Board of Governors shall have thirteen members: the president, president-elect, secretary, treasurer, immediate past president, six members elected at large, and one representative of two of the Founding organizations: Faculty Women's Club, and UCLA Emeriti association. Those representatives must be members of the Association. Each member shall have the privilege of voting on any matter considered by the Board.

2. Powers and Duties. The powers and duties of the Board, consistent with the Articles of Incorporation and the law, are:

a. Rules and regulations. The Board may adopt regulations, not inconsistent with the law or the Articles of Incorporation, regarding services at the Center, use of the Center, provisions regarding visitors and guests of members, and any other matters concerning the operation of the Center and the business of the Association.

b. Appointment, removal, and compensation of employees. The Board may appoint or remove the manager of the Association and subordinate officers, prescribe their powers and duties, and oversee the levels of compensation of employees. The Board may delegate these powers at its discretion.

c. Policy Determination. To determine policy regarding management of the Center and oversee administration of the activities of the Association.

d. Dues and Fees. The Board shall establish a schedule of fees and of monthly dues for the various categories of members.

e. Appointment of committees. To appoint committees, including an executive committee, and to delegate powers to committees as deemed advisable.

f. Amendment of by-laws. To change or amend the by-laws of the Association. Proposed amendments shall be distributed to members of the Board in advance of the meeting at which they are to be considered, and their adoption shall require a positive vote by two-thirds of the members present. Any amendment adopted shall be posted in the Center unless changes are extensive, in which case the fact of amendment shall be posted and all members shall have the right to examine the amendments in the office of the Association or to obtain a copy of them on request.

g. Generally to perform the usual duties of the Board of Directors of a non-profit corporation.

3. Meetings. Meetings of the Board may be called by the president or any two members of the Board. Notice of each meeting shall be given in writing, by phone, or personally to each member of the Board at least one day before the meeting. The Board may establish dates for regular meetings for which no individual notice shall be required. A majority of the members of the Board shall constitute a quorum for transaction of business.

4. Compensation. Officers and members of the Board shall not be compensated for their services.

C. ELECTIONS, TERMS OF OFFICE, AND VACANCIES

1. Terms of office

a. President. The president, who shall have been the immediate president-elect, serves for one year, and one year as immediate past president.

b. President-elect. The president-elect serves one year in that office and one year as president, and one year as immediate past president.

c. Immediate Past President. The immediate past president, having served as president-elect, and president, shall serve a third year as immediate past president.

d. Secretary. The secretary shall be elected for a term of two years, to overlap that of the treasurer.

e. Treasurer. The treasurer shall be elected for a term of two years, to overlap that of the secretary.

f. Members of the Board. Elected members of the Board shall serve for a term of two years. Their elections shall be arranged to provide overlapping terms, with three members elected in one year and two in the next.

g. Terms of Office. All terms of office start on July 1, for the period specified and end on June 30.

2. Vacancies. In the event of a vacancy among the officers or elected members of the Board, the remaining board members shall elect a member to fig the vacated position until the next annual election, when a member shall be elected to complete the unexpired portion, if any, of the term of the vacated position.

3. Elections

a. Officers and Board members shall be elected by mail ballot. Only active and senor members are eligible to vote.

b. The President, with the advice of the Board, shall appoint a Nominations and Election Committee consisting of at least five active or senior members plus the President-Elect, who shall chair the Committee. No more than two members of the committee may be incumbent members of the Board. The Committee shall be presented to the Board at its January meeting for advice and concurrence. This committee may solicit nominations for the elective offices from the membership, formally, and shall prepare the slate of nominees and present it to the Board at its March meeting. In preparing the slate, the Committee should aim at balanced representation over the time among academic units and between Faculty and Staff member of the Center. The Committee shall be responsible for preparation and distribution of ballots, and for counting them and certifying the results of the election. The person receiving a plurality of votes cast for each office shall be elected. Only active and senior members are eligible to vote for officers and Board members, or to be nominated for these positions.

Ballots shall be mailed to eligible voters on or before April 10 and should be returned by April 30.

ARTICLE V

MISCELLANEOUS

A. PROVISION FOR MAIL VOTES BY THE MEMBERSHIP OF THE ASSOCIATION

On written request by at least forty members, of whom not more than five are members of any one department and not more than ten are members of any one school, college, or division of the College of Letters and Science, any action of the Board or any policy of the Association may be subjected to a mail vote of the membership of the Association. On receipt of a valid petition calling for such a vote, the Secretary shall distribute a mail ballot to all active and senior members of the Association. The ballot shall contain the proposal as submitted by the petitioners (or as modified by mutual agreement between the petitioners and the Board), and shall be accompanied by an argument in favor of the proposal prepared by the petitioners and by arguments, if any, that are submitted in opposition. The proposal shall be adopted if a majority of ballots returned are marked in its favor.

B. AUDIT OF THE FINANCIAL RECORDS OF THE ASSOCIATION

At intervals normally not exceeding five years, the books of the Association shall be reviewed by a professional auditing service.