By-Laws

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<TITLE> UNC-CH UMA Bylaws</TITLE>

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<CENTER>university

managers association</CENTER>

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The University of North Carolina at Chapel Hill</H1></CENTER>

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Bylaws</H1></CENTER>

<A HREF="#name">Article I -

Name</A>

<A HREF="#purpose">Article

II - Purpose</A>

<A HREF="#member">Article

III - Membership</A>

<A HREF="#meeting">Article

IV - Meetings of the Members</A>

<A HREF="#board">Article

V - Board of Directors</A>

<A HREF="#officers">Article

VI - Officers</A>

<A HREF="#comittee">Article

VII - Committees</A>

<A HREF="#business">Article

VIII - Business Affairs</A>

<A HREF="#amend">Article

IX - Amendments to Bylaws</A>

<A HREF="#authority">Article

X - Parliamentary Authority</A>

<HR>

<H2>

ARTICLE I - NAME:</H2>

<BLOCKQUOTE>The name of this

organization shall be the University Managers Association of the University

of North Carolina at Chapel Hill.</BLOCKQUOTE>

<H2>

ARTICLE II - PURPOSE:</H2>

<BLOCKQUOTE>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.</BLOCKQUOTE>

<H2>

ARTICLE III - MEMBERSHIP:</H2>

<BLOCKQUOTE>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 position.

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. If it is unclear that the applicant meets the eligibility requirements, the Board shall resolve the matter by majority vote of those present and voting.

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 or upon failure to pay dues (Article VIII, Section 5).

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.

Section 7: Retired

Membership - Retired membership may be bestowed upon a member who has retired from the University by application or by the provisions of Section 6 above. Retired members shall pay reduced dues and be entitled to attend all meetings and to participate in Association activities but shall not be entitled to vote.

</BLOCKQUOTE>

<H2>

ARTICLE IV - MEETINGS OF THE MEMBERS:</H2>

<BLOCKQUOTE>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, the reulst of the election of new Directors shall be announced, 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 of general interest arranged

by the Board of Directors and shall include any necessary business as determined by the Board.

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.

Section 6: Open Meetings- The Association shall comply with the Open Meetings Act of North Carolina and to the extent required by State law and University policy.

</BLOCKQUOTE>

<H2>

ARTICLE V - BOARD OF DIRECTORS:</H2>

<BLOCKQUOTE>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, as defined by Article VIII, Section 1. 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 term of office, the vacancy shall be filled by the Board for the unexpired portion of that term. The Board shall fill the vacancy by selecting the person receiving the next highest number of votes at the most recent election of Directors.

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.</BLOCKQUOTE>

<H2>

ARTICLE VI - OFFICERS:</H2>

<BLOCKQUOTE>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 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 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, 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.</BLOCKQUOTE>

<H2>

ARTICLE VII - COMMITTEES:</H2>

<BLOCKQUOTE>Section 1: Program

Committee - The Vice President of the Association may chair the Program

Committee. 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 chair from among the Board. This committee shall present to the Board a slate of nominees for the election of Directors. The Nominating Committee shall be responsible for the conduct of the election of Directors.

Section 3: Audit Committee

- At the beginning of the new membership 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 Annual meeting of the Association.

Section 4: Membership

Committee - At the beginning of the new fiscal year, the President

shall appoint a Membership Committee chair from the Board. This committee shall solicit

and maintain the active membership of the Association. The Membership Committee chair may appoint a committee to assist.

Section 5: Other Committees

- Other committees may be appointed at the discretion of the Board of Directors. The chairs of such committees shall generally be appointed from the membership of the Board.</BLOCKQUOTE>

<H2>

ARTICLE VIII - BUSINESS AFFAIRS:</H2>

<BLOCKQUOTE>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 at least two months before the end of the membership year.

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 by March 31^st 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 member.

Section 10: Reports

- The Officers and Committee Chairs shall report annually to the general

membership and shall provide a copy of their reports to the Secretary.

Section 11: Audits

- A financial audit shall be conducted after each membership year by the Audit

Committee described in Article VII, Section 3. </BLOCKQUOTE>

<H2>

ARTICLE IX - AMENDMENTS TO BYLAWS:</H2>

<BLOCKQUOTE>These Bylaws may

be amended by the members at a duly called meeting of the general membership

provided that

<LI>

the notice of the meeting sent

to all active members includes written notice of the proposed amendment(s);</LI>

<LI>

a quorum of at least twenty

percent of all active members attend the meeting at which the amendment

is considered and voted on;</LI>

<LI>

discussion of the proposed amendment

is allowed at the meeting; and</LI>

<LI>

the amendment is ratified by

at least two-thirds of the active members attending the meeting.</LI>

</OL>

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.</BLOCKQUOTE>

<H2>

ARTICLE X - PARLIAMENTARY AUTHORITY:</H2>

<BLOCKQUOTE>The latest revision

of Robert's Rules of Order, shall be the governing authority in any matter

not specifically covered by these Bylaws.</BLOCKQUOTE>

<BLOCKQUOTE>Effective June 1, 1985; Revised May 8, 1990; May 25, 1994; May 24, 1995; April 17, 1997; April 16, 2001.</BLOCKQUOTE>

<CENTER>maintained by <A HREF="mailto:umanews@unc.edu">umanews@unc.edu</A></CENTER>

<CENTER>last updated 13 February 2003</CENTER>

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