By-Laws*

ARTICLE I - NAME:

The name of this organization shall be the University Managers Association of the University of North Carolina at Chapel Hill.

ARTICLE II - PURPOSE:

The purpose of the organization shall be to provide a forum for the exchange of information relevant to management in the university setting and to encourage productive interaction among members.

ARTICLE III - MEMBERSHIP:

Section 1. Eligibility: - Induction to active membership shall be limited to permanent employees of the University of North Carolina at Chapel Hill or its constituent entities who meet one or more of the following qualifications:

 1. Have graduated from the University Management Development Program;

2. Are otherwise eligible for the University Management Development Program and have completed a similar program approved by the Board of Directors;

3. Hold a managerial postition. For purposes of this section, "manager" shall be defined as, "a person who has supervisory responsibility for technical, professional, administrative or supervisory employees. A manager may also be a person who does not supervise a staff person, but whose responsibilities include such managerial functions as planning, evaluation, coordination or consultation. A manager is responsible for the performance of a unit whether or not supervisory responsibilities are included."

Section 2: Application - Eligible persons desiring membership shall submit a written request for membership, together with payment of appropriate dues to the Treasurer. Unless a majority of the Directors present at the next meeting of the Board of Directors vote to reject the request, the applicant shall become an active member of the Association. Should a request be rejected by the Board, the applicant shall be informed of the action within ten working days of the Board meeting and may appeal the decision in person at the next meeting of the Board.

 Section 3: Voting Rights Each active member shall be entitled to one vote on matters submitted to a vote of the general membership. Voting shall be in person; proxies shall not be allowed.

 Section 4: Renewal of Active Membership - Payment of annual dues shall be required for renewal of active membership. Written application as set forth in Article III, Section 2 shall not be required for renewal.

 Section 5: Termination of Active Membership - Active membership shall terminate automatically at such time as the eligibility requirements (Article III, Section 1) are no longer met.

 Section 6: Honorary Membership - Honorary membership may be bestowed upon a person by majority vote of active members present at a duly called meeting of the general membership or by a majority of the Directors. Honorary members shall be entitled to attend all meetings and to participate in Association activities but shall not be entitled to vote.

ARTICLE IV - MEETINGS OF THE MEMBERS:

Section 1: Annual Meeting - The annual meeting of the general membership shall be held in the second quarter of the calendar year(April, May, June). At this meeting, Directors shall be elected, annual reports from officers and committees shall be presented, and such other business as may come before the meeting shall be considered. An additional program of general interest may be presented.

Section 2: Other Regular Meetings - At least two other meetings of the general membership shall be held each year. Both of these meetings shall include programs arranged by the Program Committee as well as any necessary business.

Section 3: Special Meetings - Special meetings of the general membership may be called by the President, by any four Directors, or by petition from not less than one-tenth of the active membership.

Section 4: Notice of Meetings - Notice of the time and place of any meeting of the general membership shall be sent to each active member not less than ten days prior to the date of the meeting. In the case of a special meeting, the purpose for which the meeting is called shall be stated in the notice.

 Section 5: Quorum - The active members present at any duly called meeting of the general membership shall constitute a quorum for the conduct of all business except those procedures for which a different quorum requirement is stated in these bylaws.

ARTICLE V - BOARD OF DIRECTORS:

Section 1: Composition - The affairs of the Association shall be managed by a Board of Directors consisting of ten persons, each of whom must be an active member of the Association during his or her entire tenure as Director.

 Section 2: Election - Prior to each Annual Meeting of the general membership, the Nominating Committee shall solicit and accept nominees from the active membership for the election to the Board of Directors by mail. Those accepting the nomination shall be presented to the active membership and elected by mail ballot. Elected Directors will be announced at the Annual Meeting.

 Section 3: Term of Office - Each duly elected Director shall assume office at the beginning of the fiscal year. Following expiration of the terms of the initial Board, all subsequent terms shall be for three years.

Section 4: Vacancies - Should a vacancy occur on the Board of Directors before the completion of a Director's terrn of office, the vacancy shall be filled by the Board on an interim basis. The unexpired portion of that term shall be filled by election at the next Annual Meeting.

 Section 5: Succession - A Director may be elected for no more than two consecutive three-year terms.

 Section 6: Required Board Meeting - A required meeting of the incoming Board of Directors shall be called by the outgoing President after the Annual Meeting of the general membership and prior to the beginning of the new fiscal year. At this meeting, the Officers of the Association shall be elected.

 Section 7: Quorum - A majority of the Board of Directors shall constitute a quorum for the transaction of business.

Section 8: Compensation - Directors shall serve without compensation.

Section 9: Ex-Officio Directors - The Director(s) of the University Management Development Program shall be ex-officio members of the Board. The Associate Vice Chancellor of Human Resources shall be given the opportunity to appoint a liaison from Human Resources to the Board who shall be an ex-officio director. Other ex-officio directors may be appointed to serve at the pleasure of the Board. Ex-officio members of the Board shall be non-voting directors.

ARTICLE VI - OFFICERS:

Section 1: Officers - The Officers of the University Managers Association shall be a president, a vice president, a secretary and a treasurer, each of whom shall be a member of the Board of Directors.

 Section 2: Election and Term of Office - Officers shall be elected at the required meeting of the Board of Directors as described in Article V, Section 6 of these Bylaws for a one-year term of office corresponding to the fiscal year.

 Section 3: Removal - Any Officer may be removed from office by vote of at least two thirds of the Board of Directors at any duly called meeting of the Directors.

Section 4: Duties of the President - The President shall be the principal executive officer of the Association and shall supervise and direct all of the affairs of the Association. He/She shall preside at meetings of the membership and of the Board of Directors. Contracts and other instruments which the Board of Directors has authorized to be executed shall be signed by the President. With the concurrence of the Board, the President shall appoint individuals to serve on the Audit Committee and on the Nominating Committee and on such other committees as requested by the Board of Directors. The President shall perform all duties incident to the Office of President and such other duties as may be prescribed by the Board of Directors.

Section 5: Duties of the Vice President - In absence of the President or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have the power of and be subject to the restrictions upon the President. The Vice President shall chair the Program Committee and shall perform such other duties as may be assigned by the President or by the Board of Directors.

Section 6: Duties of the Secretary - The Secretary shall keep minutes of all meetings of the membership and of the Board of Directors, give proper notice of all meetings of the general membership and of the Board of Directors, serve as custodian for the records of the Association, maintain a current list of active members and their campus addresses, and perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board of Directors.

Section 7: Duties of the Treasurer - The Treasurer shall be responsible for all funds and securities of the Association, receive and give receipts for money paid to the Association and deposit promptly all money in the name of the University Managers Association in depositories selected by the Board of Directors, present an annual financial report to the general membership, prepare and retain a monthly financial report, receive requests for membership, and perform all duties incident to the Office of Treasurer and such other duties as may be assigned by the President or the Board of Directors.

ARTICLE VII - COMMITTEES:

Section 1: Program Committee - The Vice President of the Association shall chair the Program Committee and shall select committee members from the general membership. This committee shall be responsible for planning and arranging programs for meetings of the Association.

 Section 2: Nominating Committee - No less than 90 days before the Annual Meeting, the President shall appoint a Nominating Committee of at least three members, no more than one of whom may be a Director. This committee shall present to the Secretary a slate of nominees for the election of Directors and shall determine the procedure specifying which of those Directors elected shall fill any unexpired terms.

Section 3: Audit Committee - At the beginning of the new fiscal year, the President shall appoint an Audit Committee of at least two active members who are not Directors. This committee shall audit the financial records of the Association and shall present a report to the Board of Directors with the results announced to the general membership at the next meeting of the Association.

 Section 4: Membership Committee - At the beginning of the new fiscal year, the President shall appoint a Membership Committee which shall be chaired by a Director with the Secretary as an ex-officio member. This committee shall solicit and maintain the active membership of the Association.

Section 5: Other Committees - Other committees may be appointed at the discretion of the Board of Directors.

ARTICLE VIII - BUSINESS AFFAIRS:

Section 1: Fiscal Year - The fiscal year of the Association shall begin July 1 and shall end June 30 of the following calendar year.

 Section 2: Membership Year - The membership year shall be the calendar (Jan 1 - Dec 31) year.

 Section 3: Change in Annual Dues - Any change in the amount of annual dues shall be proposed by the Board of Directors and announced to the membership in the notice of the Annual Meeting. The proposed change shall be implemented only upon ratification by majority vote of the active members present at the Annual Meeting and shall become effective beginning the next membership year.

Section 4: Notice of Annual Dues - Written notice of the amount of annual dues for the next membership year shall be sent to each active member after the Annual Meeting.

Section 5: Payment of Annual Dues - Payment of annual dues shall be a requirement for active membership in the Association. Failure to pay annual dues shall lead to termination of active membership.

 Section 6: Other Revenue - The Association may derive revenue from sources other than annual dues, such as gifts and fund-raising activities.

 Section 7: Expenditures - The Board shall be responsible for all expenditures of Association funds but may delegate spending authority.

 Section 8: Contracts - The Board shall authorize all contracts and agreements and shall execute and deliver such instruments in the name of, and on behalf of, the Association. Such contracts and agreements shall be signed by two officers of the Association, one of whom shall be the President (or Vice President as provided in Article VI, Section 5).

Section 9: Record-Keeping - The Board shall maintain and retain records of policies, procedures and financial matters, of the Association. Access to Association Records shall be provided upon reasonable request by any active members.

 Section 10: Reports - The Officers and Committee Chairs shall report annually to the ~eneral membership and shall provide a copy of their reports to the Secretary.

Section 11: Audits - A financial audit shall be conducted after each fiscal year by the Audit Committee described in Article VII, Section 3. A report of this audit shall be presented to the Board of Directors with a copy provided to the Secretary. The results of this audit shall be presented to the general membership at the next meeting of the Association.

ARTICLE IX - AMENDMENTS TO BYLAWS:

These Bylaws may be amended by the members at a duly called meeting of the general membership provided that

1. the notice of the meeting sent to all active members includes written notice of the proposed amendment(s);
2. a quorum of at least twenty percent of all active members attend the meeting at which the amendment is considered and voted on;
3. discussion of the proposed amendment is allowed at the meeting; and
4. the amendment is ratified by at least two-thirds of the active members attending the meeting.

Any section of these Bylaws which does not comply with rules and regulations of the University of North Carolina at Chapel Hill shall be null and void.

ARTICLE X - PARLIAMENTARY AUTHORITY:

The latest revision of Robert's Rules of Order, shall be the governing authority in any matter not specifically covered by these Bylaws.