Support UI: UIRA Board Bylaws

Adopted 10 January 1979. Amended 20 September 1980 and 19 September 1981; revised 18 September 1982, authorized by Articles of Incorporation and amended 16 September 1989 and 14 September 1991; revised 19 September 1992 authorized by Articles of Incorporation and amended as of that date; revision proposed 19 September 2006 and accepted by membership on 9 November 2006.

Article I - General Provisions

Section 1. Name. The name of this Association shall be the University of Idaho Retirees Association.

Section 2. Office. The principle office of the Association shall be in the City of Moscow, County of Latah, Idaho.

Section 3. Official Year. The fiscal year shall commence January first and end on December thirty-first of each year; the same period shall govern the year for the holding of any office.

Article II - Purpose and Establishment of Policy

Section 1. Purposes. The Association is organized for the following purposes:

a. To provide a means for continuing professional, social, educational, and welfare activities of University of Idaho personnel in retirement.

b. To promote, or to assist in promoting programs relating to the conditions and problems of retiredpersons, recognition being given to the need of proper coordination with other organizations involved in similar endeavors.

c. To protect and improve the welfare of University of Idaho personnel in retirement.

d. To communicate, on behalf of the retired personnel of the University of Idaho, with representatives of the University, governments, and other groups relating to the welfare of retired persons and to seek official representation with such bodies on matters concerning retirement.

e. To encourage the high educational, cultural, and social purposes of the University of Idaho.

f. To encourage and assist deserving young people who may wish to attend the University of Idaho.

Section 2. Establishment of Policy. It shall be the responsibility of the Board of Directors to formulate an official unified opinion or position of the Association when such is deemed necessary or desirable. Officers, individual directors, and individual members shall refrain from implying any Association opinion or position until such formal action has been taken by the Board.

Article III – Membership and Dues

Section 1. Regular Members. Former University of Idaho employees are eligible to become regular members of the University of Idaho Retirees Association and each equally shall have all the rights and privileges of regular membership upon payment of the specific dues. Membership is not transferable. Regular members do not have to be UI retirees.

Section 2. Associate Members. Associate membership is available to:

a. Widows and widowers of persons who were retired from the University of Idaho by formal action of the Regents.

b. Widows and widowers of persons who died while in the service of the University of Idaho on formal, fulfillment appointment.

c. Spouses of regular members.

Section 3. Affiliate Membership. Affiliate membership in the University of Idaho Retirees Association is open to any employee of the University of Idaho who has been employed for a period of at least 10 years and has reached the age of at least 55 and who plans to formally retire from the University. Regular membership dues will be assessed. Upon retirement from UI or another higher education institution, an Affiliate Member shall become a Regular Member.

a. Affiliate members will be eligible for payment of life dues when they formally retire.

b. Spouses will be eligible for associate life or annual membership when the affiliate member has formally retired and becomes a regular member.

Section 4. Membership Dues.

a. Annual Dues. The amount of annual dues [currently $15 for regular and affiliate members, $12 for associate members] shall be established by the action of the Board of Directors. Dues shall be for the calendar year and shall be payable on or before 1 January.

b. Life dues [currently $75 for regular and affiliate members, $60 for associate members], shall be established by the Board of Directors.

Section 5. Challenges Regarding Membership Status. In the event the classification of any person desiring membership is challenged, the case shall be referred to the University of Idaho Alumni Office for clarification of the retirement status of the particular individual.

Section 6. Membership Meetings.

a. Annual Meeting. There shall be an annual meeting of the membership in each calendar year, to be held in the fall of the year at a time and place designated by the Board of Directors.

b. Special Meetings. Special meetings of the membership may be called by a majority of the Board of Directors or by the UIRA President.

c. Notice of Meetings. The UIRA Secretary shall give written notice of the time, place, and purpose of all membership meetings thirty days prior to said meeting. Such written notices shall be delivered personally, mailed, or emailed to each member at his of her last known address.

d. Quorum. Twenty-five regular members shall constitute a quorum at any membership meeting.

Article IV – Board of Directors

Section 1. Powers. The immediate governance of the Association shall be in the hands of the Board of Directors. The Board of Directors may:

a. take and hold, directly or indirectly, by request, devise, gift, purchase, or lease, either absolutely or in trust, for any of its purposes, any real or personal property;

b. sell, convey, or otherwise dispose of any such property, and may invest, reinvest, or deal with the principle, or the income thereof in such manner as in the judgment of the Board of Directors will best promote the purposes of the Association and the University of Idaho;

c. do any other act or thing incidental to, or connected with, the purposes of the Association, or in the advancement thereof.
The above powers may not be exercised for the pecuniary profit or financial gain of the directors or officers.

Section 2. Delegation of Powers. The Board of Directors may delegate to officers and to committees such of their powers as they see fit, provided such actions are approved in formal Board session and registered in the minutes.

Section 3. Number. The directors shall be twelve or thirteen in number, including twelve elected by and from the regular membership as provided below and the immediate past president, if his or her term as director has expired. The Board shall also include as ex officio member(s) without vote, a representative from the University of Idaho Alumni Office.

Section 4. Nominations.

a. Nominating Committee. Each year the Board shall appoint a nominating committee of at least three persons from the Board of Directors. This committee shall invite suggestions from the members and prepare a slate recommending a candidate to be placed on the ballot for each vacancy. To the extent possible the Board has need to be representative of the several constituencies of the Association and the nomination committee should seek this end.

b. Nominations may be made also by petition bearing the signature of at least ten (10) regular members. Such nominating petitions must be received by the chairperson of the nominating committee at a time specified and announced by the Board and sufficiently timely to be included on the election ballot.

Section 5. Election. Members of the Board shall be elected by written ballot distributed to all regular members by U.S. mail posted at least thirty days prior to the date set for counting the ballots, except that when the number of candidates does not exceed the number of positions to be filled, election shall be by voice vote at the annual meeting. Election shall be by a plurality of votes cast. Ballots shall be issued and counted under the immediate supervision of the UIRA Secretary who shall certify the results to the Board.

Section 6. Removal from Office. Any director who fails to attend and participate in at least four of any eight consecutive regular meetings of the Board of Directors may be removed from directorship by a vote of two-thirds of the directors.

Section 7. Vacancies. Any vacancy on the Board shall be temporarily filled by the Board at its next regular or called meeting. If the vacancy extends beyond the year in question, at the next annual meeting a replacement shall be elected to serve for the remainder of the unexpired term.

Section 8. Term. The term of elected directors shall be three years and such directors are ineligible to serve consecutive terms. Terms shall be staggered with election each year of four directors for three-year terms as well as election to fill any vacancies in unexpired terms.

Section 9. Meetings.

a. Regular Meetings. The Board shall meet monthly, except for the months of June, July, and August, unless otherwise agreed by the Board, provided that not less than three meetings a year are called.

b. Special meetings. Special meetings may be held upon call of the UIRA President or upon request of three directors. The UIRA Secretary shall give notice of such special meetings to each director.

c. Quorum. A majority of the directors shall constitute a quorum.

d. Waiver of Notice. Any director may waive notice of any meeting. The attendance of a director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

e. Planning Meeting. During December of each year the new Board of Directors for the coming year shall hold a planning meeting to elect officers for the ensuing year, to establish the headship and membership of the various committees, and to consider and plan the program of the Association for the coming year.

Article V - Officers

Section 1. Officers. The officers of the Association shall be a president, a vice president who shall be recognized as president-elect, a secretary, and a treasurer. Officers shall be elected by the Board of Directors from the members of the Board at the December meeting.

Section 2. Term. The term of office shall be one year beginning 1 January of each year. The UIRA President and the UIRA Vice President may not succeed themselves in their particular office, but shall serve until their successors are duly elected and installed.

Section 3. Vacancies. Vacancies shall be filled by action of the Board with the provision that any office filling a vacancy for a period of less than nine months may immediately succeed himself or herself for a one-year period if so elected.

Section 4. Duties.

a. President. The UIRA President shall be the principle executive officer of the Association, and subject to the control of the Board, shall in general supervise the business and affairs of the Association. The President shall preside at all meetings of the Board and of the Association. The President may sign, with the UIRA Secretary or any other appropriate officer of the Association so authorized by the Board, any instruments which the Board has authorized to be executed, and in general shall perform all duties incident to the Office of the UIRA President and such other duties as may be prescribed by the Board of Directors from time to time.

b. Vice President (president-elect). In the absence of the UIRA President, the UIRA Vice President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all restrictions on the President. He or she shall perform other such duties as may be assigned by the President and/or the Board of Directors.

c. Secretary. The UIRA Secretary shall: (1) keep the minutes of all meetings of the Association and the Board of Directors; (2) provide that all notices are timely given and in accordance with the provisions of the Bylaws; (3) be custodian of the Association records; (4) maintain a register of the names and addresses of all members in good standing; (5) be immediately responsible for supervising and certifying the votes by written ballot; (6) and in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

d. Treasurer. The UIRA Treasurer shall act under the direction of the UIRA President. Subject to the direction of the President, he or she shall have custody of the Association funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all moneys and other valuable effects in the name of and to the credit of the Association in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Association as may be directed by the President or the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board at its regular meetings, or when so requested by either, an account of such transactions as Treasurer and of the current financial condition of the Association. The Treasurer shall perform all of the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. If so required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety as the Board shall determine.

Section 5. Removal from Office. Any officer shall be subject to removal with or without cause by a vote of two-thirds of the directors.

Article VI – Committees

Section 1. General. The Board of Directors may appoint such committees as considered necessary or desirable and delegate to them such authority as the Board sees fit. Committees shall be responsible for progress reports as indicated by the Board.

Section 2. Standing Committees. Standing Committees shall be annually appointed and maintained to cover areas appropriate to UIRA activities: Membership, Social Events, Publicity, Special Programs, Scholarship, and Benefits.

Section 3. Subcommittees. With Board concurrence, standing committees may appoint subcommittees which shall report to the committee chair.

Section 4. Ad Hoc Committees. Ad hoc committees may be appointed for the study of specific and special issues or activities of the Association.

Section 5. Nominating Committees. A nominating committee shall be appointed for the purpose of identifying candidates for the Officers in the Association..

Section 6. Committee Members. Regular members or associate members may be appointed to committees, but shall be normal policy to have a regular member serve as chair.

Section 7. Term and Duration. As far as feasible, committee appointments shall be established at the beginning of a fiscal year to be effective for that year. Committee appointments and assignments of one year may continue for the following year when approved by the new Board.

Article VII - Finances

Section 1. Revenue. The Board of Directors shall establish the membership dues; set the charges or fees for support of activities, functions, and services of the Association; and petition the University of Idaho Alumni Office for cooperative support as may seem proper.

Section 2. Compensation. No member, director, officer, or other person connected with the Association shall receive any of the net earnings or retain any profit from the operations of the Association, provided that this shall not prevent payment, when authorized by the Board in advance of commitment, of reasonable compensation to any such person for services rendered or reimbursement for authorized expenses incurred in furthering the objectives of the Association including their actual necessary expenses incurred in attending meetings of the membership or Board of Directors.

Section 3. Contributions. The Board of Directors may receive and accept property, whether real, personal, or mixed, by way of gift, bequest, or devise from any person, firm, trust, or corporation to be held, administered, and disposed of in accordance with and pursuant to the Articles of Incorporation. But no gift, bequest, or devise of any property shall be received and accepted if it be conditioned or limited in such manner as shall require the disposition of income or principle to any person or organization other than a charitable, scientific, literary, or educational organization or for other than charitable, scientific, literary, or educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States Internal Revenue Law.

Section 4. Liability. The Board of Directors of this Association shall not be personally liable for the debts, liabilities, or obligations of the Association.

Section 5. Contracts. The Board of Directors may authorize any officer, officers, agent, or agents to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Association, but such authority must be confined to specific instances.

Section 6. Loans. No loans shall be contracted on behalf of the Association except as may be essential in the handling of property received as a contribution, the economic resources of the Association being duly considered.

Section 7. Financial Instruments. The Board shall set rules and regulations governing the signing of all financial instruments and the procedure for the handling of all assets.

Section 8. Annual Audit. The UIRA President shall appoint an audit committee that will review all financial transactions of the UIRA Treasurer at the end of each calendar year and report findings at the January meeting of the UIRA Board of Directors.

Section 9. Dissolution. In the event of dissolution of the corporation, all residual assets not otherwise obligated or held in shall be transferred to the Regents of the University of Idaho for the benefit of scholarship programs at the University, and no member, director, officer, or other person connected with the Association shall in any way share in distribution of any of the corporate assets. Further, proper trust arrangements shall be made for all assets held in accordance with trust provisions.

Section 10. Nonprofit Status. This is a nonprofit corporation and pecuniary profit is not one of its objectives or purposes, no dividends shall be declared, nor shall any of the earnings of the Association shall be used exclusively for the furtherance of the professional, social, educational, welfare, and other purposes and objectives of the Association.

Article VIII - Seal

The seal of the corporation shall be circular in form and shall bear the name of the corporation, the year of its organization, and the words “Corporate Seal, State of Idaho.”

Article IX - Liaison

Every effort shall be made to accomplish effective liaison with the University of Idaho and its administrative officials.

Article X - Amendments

These bylaws may be amended at any annual meeting of the Association members or special meeting by two-thirds vote provided notice of proposed amendments had been sent to each member not less than thirty days prior to such a meeting and provided that a quorum is present. These bylaws may also be amended at any annual meeting without previous notice by a two-thirds vote of those present and voting.

(Updates and amendments accepted by membership November 9, 2006)